First Property Group
Annual Report 2014

Plain-text annual report

Petra Diamonds Limited Annual Report and Accounts 2014 Consistent delivery The Blue Moon Diamond In January 2014, an exceptional 29.6 carat blue diamond was recovered at Cullinan. Noted as an outstanding blue with extraordinary saturation, tone and clarity, the diamond was sold in February 2014, following a highly competitive sales process, for US$25.6 million (over US$860,000 per carat). The stone was subsequently unveiled as the ‘Blue Moon’, a 12 carat cushion-cut diamond of the highest quality, being ‘fancy vivid’ blue in colour and ‘internally flawless’ in clarity. The Blue Moon is considered an historic diamond and is on display at the Natural History Museum of Los Angeles from September 2014 until January 2015. Front cover: Shift Boss Monica Sentsho is part of the team working hard to open up access to new underground mining areas at the Cullinan mine.  Consistent delivery FY 2014 marked a further progression of our strategy to develop a world-class diamond mining group. Our Performance Page 4 Chief Executive’s Statement Page 10 Our Strategy and Key Performance Indicators Page 21 Corporate Governance Page 54 Glossary Page 155 Petra Diamonds is a leading independent diamond mining group and an important supplier of rough diamonds to the international market. Discover more about Petra online petradiamonds.com See our Sustainability Report online petradiamonds.com/ sustainability OVERVIEW 02 Chairman’s Statement 04 Our Performance 06 Our Business STRATEGIC REPORT 10 Chief Executive’s Statement 13 Our Market 18 Our Business Model 21 Our Strategy 24 Key Performance Indicators 26 Financial Review 30 Operational Review 32 Finsch 34 Cullinan 36 Koffiefontein 38 Kimberley Underground 39 Williamson 40 Resource Management and Exploration 42 Governance Overview 44 Board of Directors 46 Risks Overview 48 Sustainability Overview CORPORATE GOVERNANCE 54 Corporate Governance Statement 62 Report of the Audit Committee 68 Risk Management 72 Report of the Nomination Committee 73 Report of the HSSE Committee 74 Directors’ Remuneration Report FINANCIAL STATEMENTS 92 Directors’ Responsibilities Statement 93 Independent Auditors’ Report 96 Consolidated Income Statement 97 Consolidated Statement of Other Comprehensive Income 98 Consolidated Statement of Changes in Equity 100 Consolidated Statement of Financial Position 101 Consolidated Statement of Cashflows 102 Notes to the Annual Financial Statements 143 Five-year Summary of Consolidated Figures SUPPLEMENTARY INFORMATION 144 Petra’s Partners 145 FY 2014 – Operations Results Tables 148 2014 Resource Statement 152 Shareholder and Corporate Information 155 Glossary Petra Diamonds Limited Annual Report and Accounts 2014 01 Chairman’s Statement Delivering on our plans Our strategy to become a globally significant diamond producer has remained consistent and we have repeatedly delivered on this aim. Dear Shareholder, I am delighted to introduce the 2014 Annual Report, which outlines a further year of solid growth during which the Company has continued to establish itself as one of the world’s leading independent diamond mining groups. Consistent delivery Petra is notable for its consistency. Our strategy to become a globally significant diamond producer has remained consistent, and we have repeatedly delivered on this aim, increasing production, progressing our expansion plans, improving margins and growing our business year-on-year. This strategy has been facilitated by our success in acquiring high quality producing diamond mines, where we had identified the potential for optimisation and expansion, through investment and the deployment of our team’s expertise. We are now just over halfway through the expansion plan that we initially outlined in FY 2009, and then updated in 2011 (to include the addition of the Finsch mine), to grow production to circa 5.0 million carats by FY 2019. Since embarking on this plan, we have grown production threefold from just over 1.0 million carats in FY 2009 to 3.1 million carats in FY 2014. Over the same period, we have grown Group revenue nearly seven times from US$69.3 million to US$471.8 million. Finally we have grown all-important profitability, with adjusted EBITDA and our FY 2014 saw Petra achieve record financial results across the board, which is a testament to the tenacity and vision of our team. Adonis Pouroulis Chairman 02 Petra Diamonds Limited Annual Report and Accounts 2014 OVERVIEWPetra’s mission By responsibly developing our assets, we unlock value for all stakeholders. Our values 1 Let’s do no harm 2 Let’s make a difference 3 Let’s do it right 4 Let’s take control 5 Let’s do it better adjusted net profit after tax reaching all-time highs of US$187.7 million and US$93.7 million in FY 2014 respectively. FY 2014 saw Petra achieve record financial results across the board, which is a testament to the tenacity and vision of our team. These excellent achievements have been attained under challenging circumstances, considering we are still operating in the mature, diluted levels of our underground mines. This bodes very well for the future as our expansion plans enable the migration of mining to the new working areas, where we will have access to undiluted kimberlite. A rising star in Africa Petra is committed to Africa, which produces circa 60% of the world’s diamonds by value. While there remain significant challenges across the continent, there is perhaps more optimism now about Africa’s prospects, given steady GDP growth and growing middle classes, than there has ever been. We want to play our part in the ‘Africa Rising’ story. Petra has developed the foundations of a business plan that is sustainable over the long term. In so doing, the Company will be in a position to make an important contribution to socio-economic development in our local communities, via direct employment, indirect support to wider dependents and other local economic development opportunities, as well as in our host countries, via tax and royalty payments. We will also be able to continue to showcase the exceptional product that we mine, surely one of the Earth’s most beautiful natural treasures. As well as the joy that diamonds can bring, given their use to celebrate our most special moments, we also want to help people understand the real benefits that supporting the African diamond industry can bring to the continent. A sparkling market The diamond market performed well during the Year, underpinned by the fundamentals of constrained supply and continuing growth in demand. We saw strong growth of 7% from the major US market, in line with its continued economic recovery, as well as continued double digit growth from China of 14%. Going into FY 2015, we expect these market dynamics to remain intact and are therefore guiding for rising rough diamond prices. The engine for diamond demand growth is the mass luxury sector, representing affordable diamond jewellery, that is accessible to a wide range of consumers, with prices per item in the US$200 to more than US$2,000 range. This bodes well for our mines, as such goods (i.e. smaller diamonds in the second and third quality tiers) form the main proportion of our (and global) production. Our mines also produce some of the world’s most sought after and beautiful gems. We have recently seen an increase in the Sustainability Page 48 Corporate Governance Page 54 frequency of our exceptional diamond recoveries, which is an encouraging trend. Of particular note were the 29.6 carat blue diamond that sold for US$25.6 million in February 2014, the 122.5 carat blue diamond that sold for a value of US$27.6 million in September 2014 (to a beneficiation partnership, in which Petra holds a 15% stake) and the recently recovered 232.1 carat white diamond that we expect to sell in Q2 FY 2015. Planning for the future Our mines, particularly Finsch, Cullinan and Williamson, are notable for their long lives, given the large size of the residual resources in place. However, having the right operations is just one part of the equation. We also require an appropriately skilled and productive workforce, adequate financial resources, access to power and water, local community support and a consumer market for our product. Long-term planning and action to address each of these areas is therefore of paramount importance to the management of our business. Our partners and people Co-operation with our stakeholders is central to the effective running of our business and I would like to thank our host Governments of South Africa, Tanzania and Botswana, as well as our BEE partners for their continued support. The Petra Group now encompasses around 4,500 direct employees, who are all working incredibly hard to achieve our goals on a daily basis. I would like to extend thanks and appreciation on behalf of myself and the Board to each one of these employees, who are the drivers of our future success. Outlook Based on the Company’s successful operational results over the last few years, our growing revenue and cashflow, a stable diamond market and the welcome recovery of a number of exceptional diamonds over the last months, the Board is currently reviewing bringing the commencement of dividend payments forward from the previously stated target of FY 2016. We will provide an update on this by the time of our H1 FY 2015 trading update in late January 2015. Returns to shareholders will be a milestone in Petra’s history and a proud day for me as one of the founders. Adonis Pouroulis Chairman 17 October 2014 Petra Diamonds Limited Annual Report and Accounts 2014 03 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOOur Performance Consistent delivery of our growth profile Financial and Operational Performance Production million carats 3.111 +17% 2.671 2.21 Adjusted operating cashflow US$ million Group LTIFR Revenue US$ million 471.82 +20% 181.2 +36% 3.111 471.82 181.2 392.52 316.9 132.8 84.6 0.32 -52% 1.13 0.67 0.32 12 13 14 12 13 14 12 13 14 12 13 14 1. Production volumes include 36,287 carats (FY 2013: 72,287 carats, FY 2012: 70,874 carats) relating to the Fissure Mines (Helam, Sedibeng and Star). 2. Revenues for FY 2014 and 2013 excludes revenue generated by Sedibeng JV and Star operations which has been reclassified to loss on disposal of discontinued operations. Petra offers an exceptional growth profile and is on track to steadily increase annual production to 5 million carats by FY 2019. Johan Dippenaar Chief Executive Financial Highlights Operational Highlights US$ million Revenue Adjusted EBITDA Adjusted net profit after tax Net profit after tax Adjusted operating cashflow Adjusted EPS (cents) Basic continuing EPS (cents) Net debt Cash at bank Diamond debtors Diamond inventories FY 2014 FY 2013 % change » Production up 17% to 3,110,823 carats 471.8 187.7 93.7 67.5 181.2 14.82 12.80 124.9 34.0 55.4 27.0 392.5 127.6 53.6 27.9 132.8 11.34 10.43 120.8 26.2 74.8 31.5 +20% +47% +75% +142% +36% +31% +23% +3% +30% -26% -14% +8% (FY 2013: 2,668,305 carats), ahead of market guidance of 3 Mcts. » Operating costs remained well controlled. » Capex of US$211.2 million (FY 2013: US$191.2 million) (including capitalised borrowing costs), in accordance with the roll-out of the Group’s expansion programmes. » Safety: Group Lost Time Injury Frequency Rate (“LTIFR”) improved to 0.32 (FY 2013: 0.67), a good achievement in comparison to international industry standards (particularly for underground operations). » Divestment of the Sedibeng and Star mines; Petra is currently in discussions with employee representatives as to the future of the remaining Helam fissure mine. Bank loans and borrowings 158.9 147.0 Refer to the Financial Review on pages 26 to 29, together with page 143, for definition of non-GAAP measures. 04 Petra Diamonds Limited Annual Report and Accounts 2014 OVERVIEW Organic Growth Path to 5 Million Carats Per Annum » Operating cashflow to cover capital programme from FY 2015 onwards. » Significant free cashflow generation to come – dividend policy to be announced in FY 2015. FY 2019 production target of ca. 5.0 Mcts; revenue of ca. US$1.2bn FY 2015 production target of ca. 3.2 Mcts FY 2014 production of 3.1 Mcts; revenue of US$472m 1,000 n o i l l i m $ S U 500 0 FY 2010 production of 1.16 Mcts; revenue of US$164m C a r a t p r o d u c t i o n ( m i l l i o n c a r a t s ) 6 5 4 3 2 1 0 2010A 2011A 2012A 2013A 2014F 2015F 2016F 2017F 2018F 2019F X Production (RHS) X Revenue (LHS) X Adjusted operating cashflow X Capex Note: All forecasts for production, revenue and Capex are management estimates. Capex is in nominal terms; diamond prices are calculated using a 4% real price increase. Future Plans Outlook » Production forecast to increase to 3.2 Mcts in FY 2015. » Expansion plans remain on track to increase production to 5 Mcts by FY 2019. » Recent conclusion of a three-year wage agreement with the National Union of Mineworkers (“NUM”) in South Africa. » Petra has guided for higher rough diamond pricing in FY 2015. » Petra may bring the commencement of dividend payments forward from the previously communicated date of FY 2016. The Company will release further information on this on or before publication of its H1 FY 2015 trading update (end January 2015). Exceptional diamonds in FY 2015 » The 122 carat blue diamond from Cullinan sold for US$27.6 million on 16 September 2014; Petra received US$23.5 million (being payment from its polishing partner for 85%) and will receive a 15% share in the net proceeds of the polished yield, after beneficiation and related expenses. » A 232 carat white diamond of exceptional size, colour and clarity was recovered at Cullinan in September 2014. This stone is expected to be sold in Q2 FY 2015. Our Strategy Page 21 Operational Review Page 30 Petra Diamonds Limited Annual Report and Accounts 2014 05 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFO Williamson Our Business Consistent delivery across our asset portfolio Kalahari Diamonds (exploration) Cullinan Finsch Kimberley Underground Koffiefontein Williamson WORLD-CLASS ASSETS Petra mines and sells rough diamonds from its diversified portfolio of producing mines in South Africa and Tanzania, and is also exploring for diamond deposits in Botswana. Finsch Koffiefontein Williamson A major producer with world-class infrastructure. One of the world’s top kimberlite mines by diamond value. Tanzania’s most important diamond producer. Kalahari Diamonds (exploration) » Produces a number of +50 carat » Regularly produces exceptional stones annually, highly commercial goods of +5 carats and is rich in gem quality smaller diamonds. white diamonds of between five and 30 carats in size. » Renowned for beautifully rounded white goods and ‘bubblegum’ pink diamonds. Cullinan Operational Review Page 32 Operational Review Page 36 Koffiefontein Operational Review Page 39 Finsch Kimberley Underground Cullinan Kimberley Underground Exploration One of the world’s most celebrated diamond mines. » Cullinan is renowned for large, top-quality gem diamonds (including the world’s largest gem diamond ever found, the 3,106 carat Cullinan diamond) and is the world’s most important source of blue diamonds. Operation comprises Bultfontein, Dutoitspan and Wesselton kimberlite pipes located in Kimberley, the origin of diamond mining in South Africa. Botswana ranks highly with regards to diamond prospectivity, has a low risk profile and an attractive fiscal regime. » Production characterised by the better colour commercial white diamonds highly sought after by manufacturers. » Petra Diamonds Botswana holds circa 11,390km² of diamond prospecting licences and has entered into a cooperation agreement with Manica Minerals Ltd. Operational Review Page 34 Operational Review Page 38 Operational Review Page 41 06 Petra Diamonds Limited Annual Report and Accounts 2014 OVERVIEWCLEAR STRATEGY FOCUS ON SUSTAINABILITY Through its strong and responsible leadership, Petra is investing in the expansion and optimisation of its world-class assets in order to deliver significantly increased production. Petra is committed to the responsible development of its assets to the benefit of all stakeholders. The Company seeks to achieve leading health and safety, environmental and social performance. Increase output Creating value Petra’s transparent growth profile is fully financed using existing treasury, operational cashflows and debt facilities. Petra creates value by optimising and extending the lives of its mines to deliver sustainable, long-term operations. Optimise recoveries Ensuring stability Petra designs and implements bespoke recovery solutions to capture each mine’s optimal rough diamond profile. Drive efficiencies The Petra Group is defined by a culture of rigorous cost control well suited to maximising returns from its assets. Work responsibly Petra operates according to the highest ethical and governance standards. Petra’s mine plans for its core assets in South Africa and Tanzania will ensure stable employment for the mines’ employees. The Company allocates significant resources to the training and development of its people, thereby ensuring the long-term skills requirements of the business are met. Benefiting communities Corporate social responsibility is integral to the way the Group structures and operates its mining, development and exploration projects, and this strategy will provide continued benefits for Petra’s local communities for many years to come. Our Strategy Page 21 Sustainability Page 48 Petra Diamonds Limited Annual Report and Accounts 2014 07 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOStrategic Report Pre-start in process for the Simba M4C drill rig at Koffiefontein. 10 Chief Executive’s Statement 13 Our Market 18 Our Business Model 21 Our Strategy 24 Key Performance Indicators 26 Financial Review 30 Operational Review 32 Finsch 34 Cullinan 36 Koffiefontein 38 Kimberley Underground 39 Williamson 40 Resource Management and Exploration 42 Governance Overview 44 Board of Directors 46 Risks Overview 48 Sustainability Overview Chief Executive’s Statement Consistent delivery on our strategy FY 2014 marked a further progression of our strategy to develop a world-class diamond mining group. Summary » Petra has recorded further growth in production, revenue and profitability. » Our expansion programmes are opening up new areas of undiluted ore, with our grades and carat production therefore forecast to increase substantially. » Unit costs are expected to improve due to higher volumes and increased efficiencies, particularly in the ore-handling systems. 10 Petra Diamonds Limited Annual Report and Accounts 2014 FY 2014 was a further year of steady progress for Petra, with production up 17% to 3.1 Mcts, revenue up 20% to US$471.8 million and profit from mining activities up 40% to US$201.1 million, in line with the Group’s growth profile. The roll-out of our expansion plans and associated capital expenditure also remained in accordance with our expectations. In FY 2014, we significantly increased our development metres, averaging circa 1,000 metres per month of underground tunnel development (FY 2013: 628 metres per month) across the Group. The key deliverables for these projects, namely the development of the declines at Finsch and the shaft deepening and underground development at Cullinan, are firmly on track and in line with our target to reach circa 5 Mcts by FY 2019. In FY 2015, production is forecast to increase circa 3% to 3.2 Mcts. This will be the last year of mainly relying on production from mature working areas, with our growth in carat production therefore accelerating in FY 2016 and beyond. We are currently operating in areas at our underground mines in South Africa where the existing block caves, having been in operation for many years, are heavily diluted with waste rock, resulting in a lower overall diamond content (“grade”) of the tonnages mined. Our expansion programmes are opening up new areas of undiluted ore, with our grades and carat production therefore forecast to increase substantially. STRATEGIC REPORTProduction combined operations Sales Revenue Diamonds sold Production1 Total tonnes treated ROM diamonds Tailings and other diamonds Total diamonds Opex On-mine cash cost Capex Expansion Sustaining Borrowing costs capitalised Total Unit FY 2014 FY 2013 Variance US$m Carats Tonnes Carats Carats Carats US$m US$m US$m US$m US$m 471.8 3,134,706 392.5 2,539,844 15,735,776 2,174,835 935,988 14,853,762 2,038,115 630,190 3,110,823 2,668,305 248.9 155.0 46.5 9.7 211.2 248.2 126.3 52.6 12.3 191.2 +20% +23% +6% +7% +49% +17% 0% +23% -12% -21% +10% 1. Production volumes include 64,495 ROM tonnes (FY 2013: 160,758 ROM tonnes) and 36,287 carats (FY 2013: 72,287 carats) relating to the Fissure Mines (Helam, Sedibeng and Star). Given the shift in our production profile over the next two to three years and the forecast rise in our operating margins, Petra is set to become a highly cash‑generative business. Johan Dippenaar Chief Executive The higher grade of the undiluted tonnes will see our operating margins rise significantly, once the majority of our production comes from the new mining areas. Our product mix will also improve over time, as the percentage of our production sourced from tailings projects is expected to decrease from 31% in FY 2014 to just 5% by FY 2019. The increased proportion in ROM tonnes (i.e. production from the primary orebody) will deliver higher value carats to our product mix. At the same time, as we gain access to higher grade, undiluted tonnages, our unit costs are expected to improve due to higher volumes and increased efficiencies, particularly in the ore-handling systems. Our operating margins are therefore forecast to increase from 43% in FY 2014 to over 50% by FY 2019. Looking at the longer-term profile of the business, we have for the first time given the market an indication of the potential for longer mine lives post the end of our current mine plans (FY 2030 in the case of Cullinan and Finsch), due to the significant residual resources which have been well defined and are included in our mines’ current total SAMREC compliant resource figures. Mining is by nature a long-term business and we therefore ensure that all our work is informed by longer-term thinking. As such, our mine plans beyond FY 2030 will leverage the infrastructure being established as part of the current capital programmes, thereby reducing the level of future capital expenditure required. We will look to update the market on future plans once they have been finalised. Based on the capital required to open up the blocks within our current mine plans, we anticipate costs in the region of circa R100 per tonne (FY 2015 money terms) to access these residual resources. This spend is comparable to an open pit mine with a strip ratio of around 3:1, confirming the favourable economics to open up new ore using the block cave mining method. We are planning long-term, sustainable production from our mines with the potential for cashflows to be substantially boosted by exceptional diamonds, especially from Cullinan. During the Year, two exceptional diamonds (classified by Petra as stones with a sales value greater than US$5 million each) were sold: a 126.4 carat white diamond for US$8.5 million in December 2013 and a 29.6 carat blue diamond for US$25.6 million in February 2014. The 29.6 carat blue diamond has subsequently been unveiled as a polished blue stone of the highest quality – the 12 carat, ‘fancy vivid’ blue, ‘internally flawless’ Blue Moon diamond, currently on display in the Natural History Museum in Los Angeles. Petra Diamonds Limited Annual Report and Accounts 2014 11 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOChief Executive’s Statement continued We are planning long-term, sustainable production from our mines with the potential for cashflows to be substantially boosted by exceptional diamonds, especially from Cullinan. Post Year end, we sold another remarkable Cullinan diamond – the 122 carat blue diamond that achieved a value of US$27.6 million when sold on 16 September 2014 to a beneficiation partnership, of which the Company holds a 15% interest, meaning that we will share in the eventual sales value for the polished yield. Petra was paid US$23.5 million by our partner in the agreement for its 85% stake, which will be recorded as revenue in Q1 FY 2015. Revenue for FY 2015 will also be enhanced by the sale of the exceptional 232.1 carat white diamond which was recovered at Cullinan in September 2014 and is expected to be sold in Q2 FY 2015. Given the shift in our production profile over the next two to three years and the forecast rise in our operating margins, Petra is set to become a highly cash-generative business. The Company is committed to commencing an appropriate dividend payment policy, taking into account its operations and expansion plans, stated production growth, diamond prices and other relevant factors. Petra previously announced that it expected to commence dividend payments in FY 2016, but the Board is currently considering bringing the commencement of dividend payments forward. Petra will provide further detail on its anticipated dividend policy, and commencement thereof, on or before publication of its H1 FY 2015 trading update (end of January 2015). Corporate and governance Sale of Sedibeng and Star Effective 30 April 2014, Petra and its BEE partners disposed of their interests in both the Sedibeng and Star mines. The purchase price for the shares and loan accounts for the two mines together was circa US$2.4 million, resulting in a net loss on disposal of US$15.9 million on the discontinued operations once the impact of recycling the foreign currency translation reserves, asset disposal values and FY 2014 trading performance were taken into account. Helam A business review of the Helam mine was undertaken during H2 FY 2014 and the Company is currently in discussions with employee representatives as to the future of the operation, which might include putting the operation on care and maintenance. Safety The health and safety of all employees is of the utmost importance to the Company and Petra has a wide range of initiatives, training and awareness programmes in place to foster a zero harm workplace. at an electrical substation on surface. On behalf of the Board and the Company, I would like to express our sincere condolences to the family and friends of the deceased. For each incident resulting in loss of life or severe injury, a formal internal investigation is conducted and the lessons learnt are shared with all operations in the Group. Necessary remedial actions derived from these investigations are also implemented at all sites of the Group to mitigate the possibility of repeat incidents or accidents. Please refer to the section on sustainability on pages 48 to 51 for further information on our health and safety performance. Petra also publishes a stand-alone Sustainability Report annually which is available to view at www.petradiamonds.com/sustainability. Labour relations in South Africa At the beginning of the Year, certain of the Company’s South African mines (Cullinan, Koffiefontein, Kimberley Underground and Helam) were affected by industrial action. The action commenced on Thursday 29 August 2013 and normal operations resumed from Monday 16 September 2013, ensuring there was no material impact on production. I see it as a very positive development that in September 2014 Petra concluded a three-year wage agreement with the National Union of Mineworkers (“NUM”) in South Africa. This should provide for a more stable labour environment during this period, as well as certainty for the financial community as to our labour cost inflation – please refer to the section on ‘Mining and processing costs’ in the Financial Review on page 27 for further information. Outlook The entire team at Petra has worked hard to pave the way for the Company’s future success. We are now well advanced with our expansion plans and are coming ever closer to the time when the production profile will move from mostly diluted to mostly undiluted ore sources. This will see a major shift in the economics of our operations, as our diamond grade, average value per carat and associated operating margins rise significantly. I would like to take this opportunity to extend my sincere thanks to all the Petra employees and stakeholders, as well as our Government and BEE partners, who are so integral to the fulfilment of our strategy to build a leading independent diamond mining group. The Group’s LTIFR for the Year reduced to 0.32 (FY 2013: 0.67) which is a good achievement in comparison to international industry standards (particularly for underground operations). However, it is with deep regret that Petra experienced a fatality in January 2014 at the Cullinan operation, following an accident Johan Dippenaar Chief Executive 17 October 2014 12 Petra Diamonds Limited Annual Report and Accounts 2014 Operational Review Page 30 STRATEGIC REPORTOur Market There is a positive outlook for the diamond market due to constrained supply combined with continued growth in demand from both the major US market and new consumer markets, such as China and India. Petra’s diversified portfolio of operating mines and its strong growth profile positions the Company to benefit from these strong market dynamics. PETRA’S MARKET POSITION De Beers, Alrosa and Rio Tinto remain the dominant players in the diamond market, accounting for circa 64% by volume but circa 81% by value in 2013. Beneath the majors there are only four sizeable quoted diamond producers, being (by order of market capitalisation as at 17 October 2014): » Petra Diamonds; » Dominion Diamond; » Lucara Diamond; and » Gem Diamonds. Based on FY 2014 production of 3.1 Mcts and sales of US$471.8 million, Petra accounted for 2% of world supply by volume and 3% by value. World diamond production c a . 8 % c a. 1 1 % value ca. 30% volume Size of the rough diamond market: 130.5 million carats ca. 81% a . 6 % c ca. 64% worth X Major producers (De Beers, Alrosa, Rio Tinto) US$14.1bn X Mid-tier quoted producers (Petra, Dominion, Lucara, Gem) X Non-quoted producers (including the DRC, Zimbabwe and Angola) Source: Kimberley Process Statistics, company reports, Barclays Research Petra has the largest diamond resources outside of the majors… …and the longest expected life of mine (“LOM”) among the major players Reserves and resources Mcts Source: Company reports; Barclays Research 1,187 846 341 973 365 608 De Beers Alrosa 347 198 149 Rio Tinto Longest expected LOM1 Years Source: Company reports 17 16 301 X246 X55 122 X88 X34 11 9 8 Petra Dominion Petra2 Alrosa De Beers Rio Tinto Dominion X Measured, indicated and inferred resources (excl. reserves) 1. Calculated as reserves divided by 2013 production. X Proved and probable reserves 2. Actual life of mine expected to be significantly longer based on the Group’s total resources. Average operating margins 2012 average operating margin Source: Bain analysis, company reports, DEX; Tacy Ltd and Chaim Even-Zohar Our strategy Petra’s core business is focused solely upstream, except for the occasional cutting and polishing of selected stones. 16-20% Our position in the pipeline The upstream end of the diamond pipeline is recognised as the highest margin segment. 4-14% Production 1-3% Rough diamond sales 2-5% 1-4% 3-5% Cutting and polishing Polished diamond sales Jewellery manufacturing Retail Petra Diamonds Limited Annual Report and Accounts 2014 13 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFO Our Market continued SUPPLY AND DEMAND Diamond deposits are scarce » Exploration success rate in diamonds is estimated at less than 1% » There have been no new major finds since the 1990s, despite circa US$7 billion spent on exploration since 2000 Number of diamond deposits sufficiently rich to warrant development Number of deposits Source: De Beers » Of 6,800 kimberlite pipes sampled, only 1,000 contained 6,800 5,800 diamonds and only 60 became mines » Petra does not allocate material resources to exploration 1,000 940 Our strategy Petra has acquired five of only 30 significant producing kimberlite mines 60 53 Kimberlite pipes sampled Non- diamond- iferous Diamond- iferous deposits Non- economical Economical deposits Tier 2 & 3 7 Tier 1 Rough diamond supply (known assets) Million carats Source: Kimberley Process Statistics 200.0 150.0 100.0 50.0 0.0 04 05 06 07 08 09 10 11 12 13 14 Demand is growing » Demand is being driven by rising wealth in emerging markets, growing middle classes and the continued recovery in the major US market » Diamonds are a ‘late cycle’ commodity, both in terms of a country’s economic cycle and in terms of discretionary consumer purchases » Brides in developing markets such as China and India increasingly want diamonds in their engagement and wedding jewellery, as well as traditional gold » Consumption per capita in emerging regions is still way below that of mature markets, with strong growth forecast to continue » Diamonds are used across a wide range of luxury goods, from watches to pens 14 Petra Diamonds Limited Annual Report and Accounts 2014 Supply is limited » The world’s major diamond mines are maturing and past their production peak » It is possible that we have already seen peak diamond production (circa 177 Mcts in 2005) » There are only around 30 diamond mines of significance in operation today » Just seven diamond mines are considered ‘Tier 1’ deposits (+US$20 billion reserves) » Tier 1 mines: Jwaneng, Orapa, Udachny, Venetia, Catoca, Mir and Cullinan Our strategy Petra is one of the few diamond producers with a significant growth profile Supply and demand Index base 100 in 2009 Source: Bank of America Merrill Lynch Research estimates 200 180 160 140 120 100 80 09 10 11 12 13 14 15 16 17 18 19 20 X Supply forecast value in nominal terms (smoothed) X Demand forecast value in nominal terms (smoothed) STRATEGIC REPORTTHE CONSUMER DIAMOND MARKET Share of world polished diamond consumption in value US$ Polished Wholesale Price Source: De Beers (September 2014) 40% 23% 6% 8% 8% 15% China and India combined are expected to reach the size of the US market by 2025. X United States X China, Hong Kong, Macau X India X Gulf Region X Japan X Rest of World Global diamond jewellery sales grew 3% to circa US$79 billion World polished diamonds consumption in 2013: » Polished diamonds contained within jewellery grew 3% to circa US$25 billion » The US market grew 7%, increasing its market share to 40% » China continues to be the main growth engine of diamond jewellery demand, growing 14%; the ‘mass luxury’ segment being particularly strong » Indian domestic consumption was impacted by a sustained weak Rupee; there is a more positive outlook for Indian consumer demand from 2014 further to recent political changes in the country » The diamond market in all regions remains underpinned by the engagement/bridal markets Source: De Beers The middle classes worldwide are growing The modern bridal market in the US is changing The Chinese market is the fastest growing » Circa 3 billion people to join the Modern brides: middle classes over the next 20 years, coming almost exclusively from the emerging world » The global middle class could constitute 50% of the world’s population by 2030, up from 29% in 2008 » By 2030, around one billion people in China could be middle class – as much as 70% of its projected population » India’s middle class is expected to reach 475 million people by 2030 » A significant proportion of the new Asian middle class are also expected to be at the upper end of the income bracket and boast impressive spending power Source: Ernst & Young “Hitting the sweet spot” » Are older and more affluent » Wait longer between engagement and marriage (five times longer than in 1980s) » Buy more diamonds (80% of betrothed couples purchase a diamond engagement ring; 20% of women buy another piece of diamond jewellery at engagement) » Spend more on bigger diamond rings than 10 years ago (spend is up 40%; carat content is up 60%) » Might marry more than once – increasing the number of engagement/ wedding rings purchased over a lifetime Source: De Beers commissioned research » Diamonds have strong spiritual resonance in China and are associated with eternity and high status » Sales of diamond jewellery to Chinese consumers were the fastest growing in the world over the last decade, with a CAGR of 21% from 2003 to 2013 » The average price paid per item jumped 32% in real terms between 2003 and 2013 to +RMB8,000 (US$1,320) » The average carats per piece over the same period rose from 0.18 to 0.25 » China remains underpenetrated – diamond jewellery ownership has risen to circa 20% in top urban cities, but still far below the US ownership rate of circa 70% Source: De Beers Petra Diamonds Limited Annual Report and Accounts 2014 15 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOOur Market continued PERFORMANCE IN FY 2014 Petra share price (rebased to PDL) Petra’s share price rose 65% during the Year, from 113.8p to 188.3p, outperforming the majority of its peers as well as the FTSE 250 and FTSE 350 Mining Indices. This strong performance can be attributed to Petra’s continued delivery on its operational targets, its robust financial position, the recovery and sale of the exceptional 29.6 carat blue diamond, the announcement of the 122.5 carat blue diamond and positive investor sentiment generally towards the diamond market. 1.50 1.00 0.50 Jul 13 Aug 13 Sep 13 Oct 13 Nov 13 Dec 13 Jan 14 Feb 14 Mar 14 Apr 14 May 14 Jun 14 Jul 14 X PDL X FTSE250 X FTSE350M The rough diamond market in FY 2014 The rough diamond market performed well over the course of FY 2014. The market started the financial year with a weaker first quarter from July to October, which is generally a slower period for rough purchasing, before starting to strengthen at the end of the calendar year, once the festive retail buying season helped to release inventory and stimulate liquidity within the pipeline. It then maintained its firmer trend throughout H2 FY 2014, with prices achieved by Petra up around 10% from January 2014 to June 2014. We expect the rough diamond market to continue to strengthen in FY 2015, due to constrained supply, robust US demand (the world’s major market for polished diamonds), as well as further growth in demand from emerging markets such as China and India (which combined are forecast to reach the same size as the US market by 2025). Actual rough diamond prices were in line with or above Petra’s guidance for FY 2014. Due to the favourable market dynamics noted above, the Company has guided higher prices for FY 2015, apart from for Williamson, where Petra prefers to maintain a conservative approach to pricing until the impact of the ongoing plant changes and associated liberation factors are fully realised. It is important to note that the average price guided for Cullinan in FY 2015 does not take into account the recovery of ‘exceptional’ diamonds, classified by Petra as those which sell for over US$5 million each. Exceptional Cullinan diamonds have added an average of US$18 million per annum to Group revenue over 16 Petra Diamonds Limited Annual Report and Accounts 2014 the period from FY 2008 to FY 2014. This figure has been even higher in the last two years, averaging US$26 million per annum from FY 2013 to FY 2014. FY 2015 will include revenue from the 122.5 carat blue diamond (US$23.5 million, Petra partnership share, in Q1) and the 232.1 carat white diamond recovered (expected to be sold in Q2). The market remains strong for the highest quality diamonds and the Company sold two exceptional Cullinan stones during the Year for US$34.1 million (FY 2013: US$16.9 million): the 126.4 carat white diamond that sold for US$8.5 million in December 2013 and the 29.6 carat blue diamond that sold for US$25.6 million in February 2014. In June 2014, Petra announced the recovery of a 122.5 carat blue diamond from Cullinan. The rarity of a blue diamond of this magnitude set it apart as a truly significant find, which was confirmed when the stone sold, post Year end, for a value of US$27.6 million in September to a beneficiation partnership comprising Petra (15%) and its polishing partner (85%) (who wishes to remain undisclosed). Petra will record revenue of US$23.5 million (being the polishing partner’s payment for its 85% interest) in Q1 FY 2015. The Company will receive its 15% share in the net proceeds of the polished yield, after beneficiation and related expenses. Post Year end, Petra announced the recovery of a 232.1 carat white diamond of exceptional colour and clarity. The Company expects this stone to be sold in Q2 FY 2015. STRATEGIC REPORTBloomberg rough diamond index The Bloomberg Rough Diamond Index increased from 100 to 252 for the period Jan 2004 to May 2014. This translates into a CAGR of 9.4% (nominal terms). Excluding the average US CPI of ~2.4% over the same period, this translates into a ~7.0% real price escalation. Petra overlaid the Bloomberg Rough Diamond Index with prices achieved at the Cullinan and Helam mines in South Africa over the same period, thereby confirming this pricing trend with actual Company data. 350 300 250 200 150 100 50 0 Jan 04 Oct 04 Jul 05 Apr 06 Jan 07 Oct 07 Jul 08 Apr 09 Jan 10 Oct 10 Jul 11 Apr 12 Jan 13 Oct 13 Jul 14 X Bloomberg X Cullinan (excl >$5m stones) X Helam Source: Bloomberg, company reports Rough diamond prices achieved by Petra and guidance Guidance weighted average US$/ct FY 2015, Actual weighted average US$/ct FY 2014 Actual weighted average US$/ct FY 2013 108 152,1 654 329 295 99 185,2 542 303 307 120 163,3 471 295 261 Mine Finsch Cullinan Koffiefontein Kimberley Underground Williamson4 1. Excludes guidance for exceptional diamonds (stones above US$5 million in value). 2. Excluding exceptional diamonds, the average was US$146 per carat. 3. Excluding exceptional diamonds, the average was US$142 per carat. 4. ROM only (excludes alluvials). Other notable market changes During the Year, De Beers made a major change in its 125-year history with the relocation of its rough diamond sorting and sales arm from London to Gaborone, thereby affirming Botswana’s new position as one of the world’s leading diamond centres. This move is considered positive for Petra, which conducts the majority of its diamond sales in Johannesburg, as it has encouraged even more international diamond buyers to Southern Africa, many of whom have to travel to Gaborone via Johannesburg. Petra will look at opportunities to leverage off the dates of the De Beers’ Sights, with the objective of always maximising the number of clients that can attend its sales tenders. Another important development during the Year was the flotation of a 16% stake in Alrosa, the major state Russian diamond producer, in October 2013 on the Moscow Stock Exchange. The flotation raised US$1.3 billion and was supported by a number of blue chip investors, predominantly from North America, the UK and Russia. This helped to further raise the profile of the diamond market among an international investor audience. Petra Diamonds Limited Annual Report and Accounts 2014 17 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOOur Business Model With a high growth profile, an industry-leading team and one of the world’s largest diamond resources of over 300 million carats, Petra offers a unique and high quality investment opportunity, providing direct exposure to late cycle diamonds. PROJECT APPRAISAL MINING + DEVELOPMENT PROCESSING Central to our approach is the identification of the right assets, where the Company can add value through capital and expertise. We focus on assets with the potential for significant production and good operating margins. Geographic focus Petra’s portfolio is located in sub-Saharan Africa which produces circa 60% of the world’s diamonds by value. Sustainable operations Petra focuses on longer-life assets with significant remaining diamond resources and structures its operations with the long-term viability of the project in mind. Petra’s operations are focused on ‘hard rock’ kimberlite pipe orebodies, as opposed to alluvial deposits. Ore is passed through the processing plant to extract the diamonds from the rock. Open pit and underground Petra operates one open pit mine in Tanzania, where ore is drilled and blasted from surface. The Company also operates four underground mines in South Africa, which use ‘cave’ mining to access one block of ore at a time, exploiting gravity and the kimberlite’s inherent weakness to enable the ore to collapse autonomously. Accessing undiluted ore By opening up access to new blocks of ore at its underground mines, Petra will be able to mine pure kimberlite ore, undiluted by waste rock, thereby substantially increasing the grade (by circa 50%). Crushing The rock is first crushed to a particular size. The crusher settings vary from mine to mine, depending on the size and value of diamonds produced by that orebody. Processing Ore goes through a series of screens, jigs and scrubbers before being subjected to a gravity separation process to remove lighter particles and create a concentrate of diamond-bearing material. Final recovery Diamonds are recovered primarily with X-Ray methods and grease back up. EXPLORATION Petra is carrying out greenfield exploration for new diamond deposits in Botswana, the world’s largest diamond producer by value. 18 Petra Diamonds Limited Annual Report and Accounts 2014 Strategy Given the reality of the low success rate in diamond exploration, Petra does not allocate material resources to this arm of the business. However, by maintaining a focused programme, the team is able to make good progress with prospective targets. Programme focus Petra believes there is potential for new kimberlite discoveries in Botswana, as well as the potential to re-evaluate existing kimberlites where perhaps their characteristics (size, grade, diamond population) were previously not well understood. STRATEGIC REPORTDiscover more online petradiamonds.com Size (carat) Colour Clarity ROUGH DIAMOND SORTING + SALES Rough diamonds are sorted into ‘lots’ (parcels of one or more diamonds depending on the size and quality) and then made available for viewing. Competitive tenders Buyers from all over the world attend Petra’s tenders in Johannesburg, for the Company’s South African production, or Antwerp, where Williamson production is sold. Confidential bids are placed in an electronic system on one or more lots of the buyer’s choice and the highest bid wins the parcel. Product assurance Petra will never sell rough diamonds mined from unknown sources, thereby guaranteeing their ethical origin. How we add value Petra’s strategy will deliver revenue and cashflow growth over the long term, thereby providing value for all stakeholders Our Strategy Petra has a clear strategy in place to grow production to circa 5 million carats by FY 2019 and to build on its stature as a leading independent diamond miner. Our Strategy Page 21 Investment and Optimisation We add value by identifying the right assets, recapitalising them in order to extend their lives and optimising the mines to improve operating margins. Operational Review Page 30 Safety and Sustainability Our focus on safety and sustainability is integral to our objective to work towards a successful, long-term future for our operations, our employees and our local communities. Sustainability Page 48 THE LIFECYCLE AFTER PETRA Our Market Page 13 Cutting and polishing The process of transforming a rough diamond into a polished gemstone is both an art and a science. After the stone has been cut, it is polished and classified again, according to the 4Cs (colour, clarity, cut and carat). Jewellery manufacturing Gem-quality diamonds are set into jewellery pieces and other luxury goods items. The bridal market remains the bedrock of the industry, with diamonds traditionally used for engagement and wedding rings. Retail For hundreds of years, diamonds have been given to celebrate life’s most important moments, with customers buying from small, independent jewellers to mass market superstores and online outlets. Petra Diamonds Limited Annual Report and Accounts 2014 19 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOOur Business Model continued How do we create and preserve value for our stakeholders? Petra is committed to the responsible development of its assets, to the benefit of all stakeholders. The Company aims to operate according to the highest ethical and governance standards, thereby upholding the high value placed on diamonds. HOW WE ADD VALUE Shareholders » Continue to deliver on operational targets » Improve financial performance » Offer a long-term investment opportunity, with returns to shareholders Employees INDICATOR BENEFIT TO PETRA » Rough diamond production » Access to capital » Petra committed to commence dividend payments; policy to be announced in FY 2015 » Confidence in management » Sustainable employment » US$140.0 million in salaries, wages » Productivity » Training and personal development » Culture of empowerment » Employee wellbeing initiatives » Petra Diamonds Employee Trust and other benefits » Circa US$6.0 million in training and development programmes » Commitment » Accountability Government and Regulators » Sustainable job creation » 4,663 employees and 3,543 contractors » Licence to operate » Facilitate economic growth » Tax and royalty payments » US$53.1 million in taxes and royalties paid Local Communities » Employment opportunities » Local economic development » Community health initiatives » Conservation BEE Partners » Continue to deliver on operational targets Suppliers » The majority of employees come from communities local to our operations » Support from local communities » Licence to operate » Circa US$1.0 million in CSI » Policy of local procurement where possible » Rough diamond production » Strong working partnership » Free cashflows » Licence to operate » Payment for goods and services » US$365.9 million paid for goods » Long-term relationships encourage » Benefit to local economy and services better business practices Customers and End Users » Consistency of product quality » No governance issues recorded » Uphold the high value placed » Guaranteed conflict-free on diamonds 20 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTOur Strategy Consistent delivery of our strategic targets Strategic objectives: Increase output Optimise recoveries Drive efficiencies Work responsibly N S FOC U S O ETS S S A S S A L C - D L R O W F O C U S T A I N ABILITY AND GOVE R N A N C E O U T S T A N D I N G L E A D E RSHIP N A NCE R U S O N SUSTAINABILIT Y A N D G E V O Underpinning our strategy: World-class assets » Focus on assets with potential for significant production, operating margin, diamond resources and remaining mine life » Assets with robust economics can withstand fluctuations in both diamond prices and the capital markets » Good infrastructure at local and national level supports our operations Operational Review Page 30 Outstanding leadership » An industry-leading team with a consistent strategy, performance and track record » Deep understanding of our industry – Petra’s experience and knowledge of the specialist diamond market has helped shape the Company’s strategy » Extensive in-house operational capabilities covering the full diamond mining spectrum – exploration, development, production, expansion, processing, sorting, marketing and sales – backed up by an effective corporate team » Appropriate and robust risk management framework » Effective and evolving governance policies in line with the growth of our business Governance Overview Page 42 Petra Diamonds Limited Annual Report and Accounts 2014 21 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFO Our Strategy continued Increase output Targeting 5 million carats by FY 2019 Optimise recoveries Improving operating margins at each mine How we achieve this: » Ensure we have the right people in place to deliver How we achieve this: » Apply the expertise of Petra’s team, which has » Increase output in line with Petra’s transparent growth path to circa 5 Mcts in FY 2019 organically » Manage ROM grade volatility at Finsch and Cullinan until expansion programmes access deeper, ‘undiluted’ ore – see pages 30 and 31 » Improve financial performance in line with increased production and higher margins, ensuring opportunities for returns to shareholders » Evaluate further organic growth opportunities post FY 2019 » Continue to evaluate potential M&A opportunities » Explore for new economic diamond deposits in Botswana developed an enviable track record in the management of diamond mining operations » Commit the necessary investment in order to extend the lives of our assets » Approach Capex in a phased approach to achieve low capital intensity » Utilise operating cashflow and existing debt facilities to finance capital programmes; maintain a robust balance sheet and financial discipline » Empower our operational management and employees » Prioritise ‘value’ over ‘volume’ production via optimal process plant settings » Staff turnover » Training spend » TSR KPIs » Profitability » Training spend » Safety » Capex » Staff turnover » Local employment » TSR KPIs » Production » Revenue » Capex » Profitability RISKS RISKS » Retention of key personnel » Financing » Expansion and project delivery » Cost control and capital discipline » Mining and production » Country and political » Financing » Retention of key personnel » ROM grade volatility » Expansion and project delivery » Safety » Labour relations » Regulatory compliance » Rough diamond prices » Currency REMUNERATION REMUNERATION » Production performance measures » Profit and costs performance measures » Expansion and project delivery performance measures » Expansion and project delivery performance measures » TSR performance measures » TSR performance measures 22 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTDrive efficiencies Maintaining a culture of effective cost control Work responsibly Committed to responsible development How we achieve this: » Decentralise operations and simplify management structures » Maintain disciplined on-mine cost control and efficient central overhead structure » Drive efficiencies, particularly in terms of the usage of energy, water and labour » Upgrade and simplify ore-handling systems » Share services across mines » Increase operating margins over time How we achieve this: » Strive for a zero harm workplace » Train and develop our employees » Foster a dynamic company culture in which employees are encouraged to fulfil their true potential » Develop strong relationships from local community to national level that support our licence to operate » Abide by all relevant legislation and go beyond compliance to meet and/or exceed best practice » Focus on initiatives that stimulate local socio-economic development » Protect and enhance our environment » Uphold the high value placed on diamonds KPIs » Profitability » Water usage » Energy usage RISKS » Retention of key personnel » Financing » Expansion and project delivery KPIs » Carbon emissions » Safety » Staff turnover » Staff turnover » TSR » CSI » Energy usage » Water usage » Carbon emissions » Training spend » TSR » Local employment » Diversity » Labour relations » Cost control and capital discipline RISKS » Retention of key personnel » Safety » Country and political » Regulatory compliance » Labour relations REMUNERATION REMUNERATION » Profit and costs performance measures » HSSE performance measures » Expansion and project delivery performance measures » TSR performance measures » TSR performance measures Petra Diamonds Limited Annual Report and Accounts 2014 23 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOKey Performance Indicators Petra uses various performance measures of both a financial and a non-financial nature to help evaluate the ongoing performance of the business. The following performance measures are considered by management to be some of the most important in terms of evaluating the overall performance of the Group year-on-year. Rough diamond production Million carats Revenue US$ million Profit from mining activities US$ million 3.11 471.81 +17% 3.11 201.11 +20% 471.81 +40% 201.11 2.72 2.2 392.52 316.9 1.2 1.1 220.6 163.7 143.82 103.3 67.2 76.4 10 11 12 13 14 10 11 12 13 14 10 11 12 13 14 1 & 2. Production volumes include 36,287 carats 1 & 2. Revenues for FY 2014 and 2013 excludes revenue 1 & 2. Profit from mining activities for FY 2014 and FY 2013 (FY 2013: 72,287 carats) relating to the Fissure Mines (Helam, Sedibeng and Star). generated by Sedibeng JV and Star operations which has been reclassified to loss on disposal of discontinued operations. excludes profit from mining activities generated by Sedibeng JV and Star operations which has been reclassified to loss on disposal of discontinued operations. Description Petra has set out a clear and transparent growth profile, with production expected to rise year-on-year to reach circa 5 Mcts by FY 2019. Petra’s growth path is expected to see production rising every year to FY 2019, which is in turn expected (dependent on rough diamond prices) to deliver commensurate growth in revenue. Performance for the Year Production increased 17% due to higher output from the Finsch, Koffiefontein, Kimberley Underground and Williamson mines, offset by reductions at Cullinan and Helam. Revenue grew 20%, primarily due to increased volumes, firm diamond pricing and the sale of two exceptional (+US$5 million) diamonds for US$34.1 million. Profit from mining activities (revenue less adjusted mining and processing costs plus other direct income) reflects the operating margins of Petra’s assets. Petra’s expansion programmes aim to access major undiluted ore blocks, which is expected to substantially increase future margins over time. Petra achieved a 40% increase in profit from mining activities to US$201.1 million, driven by increased production and sales for the Year, the exceptional FY 2014 diamond sales, and a stable environment for diamond pricing. This represents an overall operating margin of 43% for the Year. Target for FY 2015 Production forecast to rise to 3.2 Mcts. Risk Management Petra takes great care to set realistic operational targets, based on detailed mine production planning. Production performance throughout the Year is monitored closely and if an operation falls behind, remedial steps are taken to address the lost production. 24 Petra Diamonds Limited Annual Report and Accounts 2014 Revenue to rise in line with the increase in Group production and the guided diamond prices (as set out on page 5). Petra will endeavour to keep operating costs well controlled and to further increase operating margins, as we start to gain access to higher grade, undiluted tonnages. The key factors affecting revenue growth are delivery on production targets and diamond prices (which are outside of the Group’s control). Rigorous operational and financial discipline is required in order to keep operating costs in check. A comprehensive annual budgeting process covering all expenditure is undertaken and approved by the Board. Monthly reporting highlights variances and remedial action can therefore be taken. STRATEGIC REPORTAdditional non-financial KPIs are provided in the sustainability section Pages 48 to 51 Adjusted operating cashflow US$ million Capex US$ million 181.2 211.2 +36% 181.2 +10% 211.2 Safety LTIFR 0.32 –52% 1.13 191.21 1.03 132.8 138.0 110.9 84.6 67.8 49.0 0.80 0.67 0.32 10 11 12 13 14 25.5 10 11 12 13 14 10 11 12 13 14 1. Capex for 2013 is restated from FY 2013 Annual Report to include administration/exploration Capex of US$5.4 million, less inter-Group eliminations due to the Group’s internal projects division of US$12.5 million. Description Petra is focused on generating strong operating cashflow. The Group’s strategy, whilst the major development plans are underway, is to apply these operating cashflows to fund the Group’s substantial Capex spend, which will lay the foundations for long-term sustainable production growth. Performance for the Year It is key to the Group’s production expansion that project development and the associated capital expenditure is rolled out in line with stated business plans and budgets. The safety of employees is Petra’s number one priority. LTIFR is defined as an occurrence that resulted in a time lost from work of one day or shift or more and Petra uses this indicator to track the Group’s annual performance. Adjusted operating cashflow (IFRS operating cashflow adjusted for the cash effect of the movement in diamond debtors between each financial year end, excluding unrealised foreign exchange translation movements) grew +36% to US$181.2 million due to the growth recorded in revenue and the increase in the Group’s operating margin to 43% (FY 2013: 37%). Capex (including capitalised borrowing costs) spend for the Year increased to US$211.2 million, in accordance with the roll-out of the Group’s expansion programmes. FY 2014 Capex includes circa US$10 million of spend in addition to original guidance that related to scope changes at Koffiefontein and the bringing forward from FY 2015 of spend on equipment purchases at Cullinan and Finsch. Group LTIFR for the Year reduced to 0.32, which is a good achievement in comparison to international industry standards. However very regrettably there was a fatality at the Cullinan mine in January 2014; a full investigation was carried out and remedial action taken. Target for FY 2015 Petra will continue to focus on controlling its operating costs and driving efficiencies across its operations. Risk Management Strong financial and operational management, disciplined monitoring and reporting, long-term cashflow forecasting and strong banking and equity relationships assist the Group in managing liquidity. Petra is forecasting Capex of circa US$225 million (excluding borrowing costs). Petra’s expansion capital programmes remain fully funded and the Company expects FY 2015 to be the first year that Capex is covered in full by operational cashflow. Petra is targeting a minimum 20% improvement in LTIFR annually, with an overall objective to achieve a zero harm workplace. The Group’s annual budgeting process includes detailed Capex requirements per operation and is approved by the Board. Capex is monitored and variances noted on a monthly basis. The Group continually reviews its cashflow planning to ensure that Capex plans are adequately financed. Management’s focus on a zero harm environment requires a zero tolerance approach for any action that results in potential injury to employees. In addition to appropriate risk management processes, Petra has strategies, systems and training in place to promote a safe working environment. Petra Diamonds Limited Annual Report and Accounts 2014 25 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOFinancial Review Consistent financial discipline Petra ended FY 2014 in a robust financial position, posting record financial results, maintaining healthy cash levels and a comfortable level of net debt. Revenue Revenue (adjusted for the disposal of the Sedibeng JV and Star operations) increased 20% to US$471.8 million (FY 2013: US$392.5 million), due to increased volumes, firm diamond pricing and the sale of the two exceptional Cullinan stones for US$34.1 million (FY 2013: US$16.9 million). Gross revenue for the Year was US$472.6 million (FY 2013: US$402.7 million), but due to the reclassification of the Sedibeng JV and Star operations as discontinued activities as a result of their disposal, revenue recorded by these operations for the Year of US$0.8 million is not included in revenue for the Year; rather it is included in the loss from discontinued operations of US$15.9 million. Comparative FY 2013 figures (with respect to Sedibeng and Star) have been similarly reclassified. Mining and processing costs The mining and processing costs for the Year are, as in past periods, comprised of on-mine cash costs as well as other operational expenses. A breakdown of the total mining and processing costs for the Year is set out on the following page. Summary » Petra has set out a transparent capital investment programme which is expected to see production increase to circa 5 Mcts carats by FY 2019. » Adjusted operating cashflow is one of the most important measures used by management to gauge Petra’s performance, given it provides a clear indication of the underlying performance of the Company’s assets and is also key to the funding of its Capex requirements. » Strong cost control at both an operational and corporate level is very important to the management of Petra’s business and we maintained our positive track record in FY 2014. 26 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTMining and processing costs FY 2014 FY 2013 On-mine cash costs1 US$m 248.9 248.2 Diamond inventory and Group technical, support Adjusted and mining and processing Diamond royalties movement US$m stockpile marketing costs2 US$m US$m costs Depreciation3 US$m US$m Total Share- mining and processing based costs (IFRS) expense US$m US$m 4.5 3.6 3.8 (13.8) 20.2 16.8 277.4 254.8 41.1 41.9 1.6 1.4 320.1 298.1 1. Includes all direct cash operating expenditure at operational level, i.e. labour, consumables, utilities and on-mine overheads. 2. Certain technical, support and marketing activities are conducted on a centralised basis. 3. Excludes exploration and corporate/administration. Prudent financial management and planning are central to the successful delivery of Petra’s strategy to significantly grow production and to further its stature as a leading independent diamond company. David Abery Finance Director On-mine US$ cash costs remained relatively flat, due to: » the treatment of higher tonnages across the operations versus FY 2013 (5% increase); » inflationary increases, including the impact of electricity and labour costs (8% increase); and » positively offset by the depreciating Rand against the US Dollar (13% decrease). Certain cost categories in South Africa, in particular electricity and labour, increased in excess of South African inflation (South African CPI stood at circa 6.0% at 30 June 2014), but Petra’s cost focus, coupled with higher tonnage throughput, enabled the Group to partially mitigate the direct effect of inflationary pressures on a cost per tonne basis. Electricity prices in South Africa rose by 8% during the Year and a further increase in electricity prices of 10–13% is expected for FY 2015. Petra’s electricity usage accounted for approximately 15% of South African cash on-mine costs for FY 2014 (FY 2013: 14%). In South Africa, labour accounted for approximately 42% of on-mine cash costs at the pipe mines (Finsch, Cullinan, Koffiefontein, Kimberley Underground). Further to its recent labour negotiations in South Africa, Petra has recently concluded a three-year wage agreement with the NUM for a 10% increase per annum for the period FY 2015 to FY 2017. For FY 2015, the lower level of increases for the remainder of the workforce, with the top management team at 4%, will result in an average wage increase for the Group of circa 8.2%. As the bulk of Petra’s operating costs are incurred in ZAR, the weakening of the average ZAR exchange rate against the US Dollar (FY 2014: R10.34/US$1 versus FY 2013: R8.84/US$1) negated some of the increased costs in Rand terms as mentioned above. Unit costs on a mine-by-mine basis are covered in the Operational Review on pages 32 to 39. Profit from mining activities The Company’s profit from mining activities (revenue less adjusted mining and processing costs plus other direct income) increased 40% to US$201.1 million (FY 2013: US$143.8 million), driven by increased production and sales for the Year, the aforementioned exceptional FY 2014 diamond sales, and a stable environment for diamond pricing. Despite mining being currently limited to mature and diluted areas at most of the operations, profit from mining activities for the Group reflected an overall margin of 43% for the Year (FY 2013: 37%). Petra Diamonds Limited Annual Report and Accounts 2014 27 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFO Financial Review continued Corporate overhead decreased to US$10.6 million for the Year, a good achievement considering the continued growth of the Company and evidence of management’s ongoing focus on cost control. Adjusted operating cashflow Adjusted operating cashflow (IFRS operating cashflow adjusted for the cash effect of the movement in diamond debtors between each financial year end, excluding unrealised foreign exchange translation movements) of US$181.2 million was considerably higher than FY 2013 (US$132.8 million) due to the growth recorded in revenue and profit from mining activity. Operating cashflow was US$196.1 million (FY 2013: US$73.0 million) but management considers the adjusted figure to be a more useful view of the underlying growth in operating cashflow as the IFRS figure does not reflect the level of diamond debtors at Year end of US$55.4 million (30 June 2013: US$74.8 million) – refer to the “Cash and diamond debtors” section. Exploration Petra maintains a focused exploration programme in Botswana. Exploration expenditure (before depreciation) for the Year of US$2.8 million (FY 2013: US$4.8 million) decreased due to reduced drilling and sampling costs incurred (refer to the “Exploration” section for further information on exploration activities) and the weakening Pula against the US Dollar. Petra expects exploration spend to be circa US$4.5 million in FY 2015. Corporate overhead – general and administration Corporate overhead (before depreciation and share-based payments) decreased to US$10.6 million for the Year (FY 2013: US$11.4 million), a good achievement considering the continued growth of the Company and evidence of management’s ongoing focus on cost control. For FY 2015, the corporate general and administrative expense (“G&A”) overhead is expected to be circa US$11.0 million; management will continue to keep these central costs well controlled and managed. Loss on discontinued operations (net of tax) The loss on discontinued operations of US$15.9 million relates to the Group’s disposal during the Year of its interests in the Sedibeng and Star mines and is made up of a US$2.4 million disposal consideration offset by the recycling of the foreign currency translation reserve of US$8.5 million, a net asset disposal amount of US$4.0 million (inclusive of a US$3.1 million recycling of non-controlling interest) and a US$5.8 million charge attributable to Sedibeng and Star’s net loss for the period 1 July 2013 to 30 April 2014. For comparative purposes, the prior period results for Sedibeng and Star have been restated evidencing a loss of US$8.4 million before the impairment charge of US$12.6 million. Refer to note 10 on page 114 for the detailed breakdown. Depreciation Depreciation for the Year decreased to US$41.7 million (FY 2013: US$42.3 million), mainly due to a weaker Rand against the US Dollar, offsetting the effect of increased production on the units of production depreciation charge. Net unrealised foreign exchange gains The net unrealised foreign exchange gain of US$3.6 million (FY 2013: US$4.7 million loss) represents the effect of foreign currency retranslation of cross border loans considered to be repayable in the foreseeable future, at the Year-end closing rate. Net financial expense Net financial expense of US$7.1 million (FY 2013: US$3.3 million) is mainly comprised of: » net interest receivable from the black economic empowerment (“BEE”) partners’ loans of US$3.6 million; offset by » a charge for the unwinding of the present value adjustment for Group rehabilitation costs of US$3.8 million; » a charge on the post-retirement pension and medical aid scheme of US$2.6 million; » a foreign exchange loss of US$3.1 million on the settlement of inter-company loans and forward exchange contracts; and » interest on the Group’s Absa/RMB/IFC debt and working capital facilities of US$1.7 million (stated after the capitalisation of interest of US$9.7 million associated with the funding of assets under development). Tax charge The tax charge of US$41.0 million (FY 2013: US$25.1 million) arises due to deferred tax (net of charges and credits), reflecting the utilisation of certain capital allowances, predominantly at Finsch and Cullinan, during the Year. Impairment costs As a result of the business review carried out at Helam in H2 FY 2014, management reviewed the carrying value of the operational assets at Helam and recognised an overall impairment loss of US$13.9 million (FY 2013: US$nil). This impairment loss is management’s assessment of the higher of fair value less cost to sell and value in use of the mines. Further details are provided in note 7 on page 111. Adjusted net profit after tax An adjusted net profit after tax of US$93.7 million was recorded for the Year (FY 2013: US$53.6 million), adjusted for impairment charges, net unrealised foreign exchange gains and losses and loss on discontinued operations. These adjusted profit figures are considered to be more appropriate in comparing results year-on-year. The Company recorded an adjusted basic earnings per share of 14.82 cents per share (FY 2013: 11.34 cents per share). Group profit The Group’s net profit after tax increased 142% to US$67.5 million (FY 2013: US$27.9 million). 28 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTCapex summary Finsch Cullinan Koffiefontein Kimberley Underground Williamson Helam Subtotal – Capex incurred by operations Petra internal projects division – Capex under construction/invoiced to operations Administration/exploration Total Group Capex FY 2014 (US$m) FY 2013 (US$m) 67.8 93.1 30.7 10.1 8.9 1.0 211.6 (2.5) 2.1 211.2 48.6 89.0 20.4 21.6 11.7 7.0 198.3 (12.5) 5.4 191.2 Other liabilities Other than trade and other payables of US$70.0 million (comprising US$20.4 million trade creditors, US$26.4 million employee-related accruals and US$23.2 million other payables), the remaining liabilities on the balance sheet mainly comprise provisions for rehabilitation liabilities, amounts owing due to the financing of the BEE partners’ interests in Cullinan and Finsch, post-retirement employee-related provisions and deferred tax. Capex Total Group Capex for the Year was US$211.2 million (FY 2013: US$191.2 million), in line with the roll-out of the Group’s expansion programmes. The total Capex figure comprised of operational Capex of US$211.6 million (FY 2013: US$198.3 million), administration and exploration Capex of US$2.1 million (FY 2013: US$5.4 million) less inter-Group eliminations due to the Group’s internal projects division of US$2.5 million (FY 2013: US$12.5 million). Operations Capex for the Year was US$211.6 million (FY 2013: US$198.3 million), split as to US$157.5 million on expansion Capex (FY 2013: US$138.8 million), US$44.4 million on sustaining Capex (FY 2013: US$47.2 million) and US$9.7 million on capitalised borrowing costs with regards to the expansion Capex (FY 2013: US$12.3 million). Capex includes circa US$10 million of spend in addition to original FY 2014 guidance that related to scope changes at Koffiefontein and the bringing forward from FY 2015 of spend on equipment purchases at Cullinan and Finsch. David Abery Finance Director 17 October 2014 Cash and diamond debtors As at 30 June 2014, Petra had cash at bank of US$34.0 million (30 June 2013: US$26.2 million). Of these cash balances, US$20.2 million (30 June 2013: US$14.1 million) was held as unrestricted cash, US$12.1 million (30 June 2013: US$10.3 million) was held by Petra’s reinsurers as security deposits on the Group’s cell captive insurance structure (with regards to the Group’s environmental guarantees) and US$1.7 million (FY 2013: US$1.8 million) was held by Petra’s bankers as security for other environmental rehabilitation bonds lodged with the Department of Mineral Resources in South Africa. Diamond debtors (relating to the June 2014 tenders and settled shortly after Year end) at 30 June 2014 were US$55.4 million (30 June 2013: US$74.8 million). Diamond inventories As at 30 June 2014, the Company had diamond inventories of US$27.0 million, 321,948 carats (30 June 2013: US$31.5 million, 348,403 carats), including the 122 carat blue diamond recovered at Cullinan during June 2014. Diamond inventories are recorded at the lower of cost and net realisable value. BEE loans receivable The BEE loans of US$89.2 million (FY 2013: US$85.2 million) due to Petra arise from: » Petra having financed the BEE partners’ share of the purchase consideration of the Finsch, Cullinan, Koffiefontein and Kimberley Underground acquisitions; and » Petra having financed the BEE partners’ share of the working and development capital that has been required for certain of these mines. The increase in the BEE loans in FY 2014 is due to interest accruing on the loan balances, partially offset by the retranslation of the Rand-based loans into US Dollars (FY 2014: R10.63/US$1 versus FY 2013: R9.88/US$1). The BEE loans are included in ‘Loans and other receivables’ under ‘Non-current assets’ on the face of the Consolidated Statement of Financial Position. Loans and borrowings The Group had loans and borrowings at Year end of US$170.5 million (30 June 2013: US$150.6 million), comprising bank loans and borrowings of US$158.9 million (30 June 2013: US$147.0 million) and utilisation of US$11.6 million (30 June 2013: US$3.6 million) of foreign exchange settlement lines. At 30 June 2014, the Group had debt facilities (including the foreign exchange settlement lines) undrawn and available to the Group of US$39.9 million (30 June 2013: US$71.3 million). Petra Diamonds Limited Annual Report and Accounts 2014 29 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOOperational Review Moving to undiluted ore Petra’s business will be transformed once its expansion programmes have opened up access to new blocks of ore, undiluted by waste rock. MINED OUT OPEN PIT M A T U R E B L O C K C A V E N E W B L O C K C A V E Host rock Ore diluted with waste rock Undercut level OLD PRODUCTION LEVEL Pure kimberlite ore Undiluted ore Spiral decline Undercut level Drawpoints NEW PRODUCTION LEVEL About block caving » Cave mining (either block or sub level) is used by Petra at its underground mines in South Africa: Finsch, Cullinan, Koffiefontein and Kimberley Underground. » Block caving is a well-established and safe mechanised mining method that was first introduced for kimberlite mining in Kimberley, South Africa, in 1951. » It is now used extensively as an underground mining method as it allows for the bulk mining of large orebodies and can provide a higher extraction percentage of ore than other underground mining methods. » The method works by first delineating a new block or level of ore to be mined. An ‘undercut’ zone is driven through the orebody, which is then drilled and blasted progressively in order to create a void into which initial caving of the overlying ore can take place. » The kimberlite orebody is inherently weaker than the host rock and will start to collapse into the void, breaking and grinding into smaller and smaller pieces which can then be extracted from a large number of drawpoints which have been set up across the orebody. By drawing continually from the drawpoints in a set sequence, the caving process can be controlled and set up to last over a significant mine plan (typically over 10 to 20 years, being mostly dependant on the height of the block). » It is initially a capital intensive process, requiring considerable investment in infrastructure and development before production can commence. However, once a cave is self-propagating, it is a low cost mining method as it primarily uses gravitational energy to break up the ore. Block caving also lends itself to significant automation to produce an underground “rock factory”. 30 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORT Split of Petra’s production profile from different ore sources million tonnes mined 15.7 Mt 35% 22% 40% 3% 2014A 17.7 Mt 38% 17.9 Mt 30% 25% 25% 20% 21% 35% 6% 6% 2015F 17.2 Mt 22% 29% 14% 34% 17.3 Mt 16% 29% 7% 48% 17.5 Mt 15% 29% 2% 54% 2016F 2016F 2017F 2017F 2018F 2018F 2019F 2019F X Diluted/mature underground ROM X Undiluted/fresh underground ROM X Williamson ROM X Total tailings/other1 1. ‘Other’ includes Ebenhaezer tonnes from Koffiefontein and alluvial tonnes from Williamson Moving from diluted to undiluted ore » Since acquiring each of its underground mines in South Africa, Petra has been operating in mature caves, where the existing block of ore to be mined has been nearly depleted. » Once the majority of the ore in one block has been removed, waste from the side walls of host rock and the open pit above will start to fall into the cave and subsequently report to the drawpoints, thereby heavily diluting the material being extracted. This means that the overall diamond content per tonne mined (“grade”) is much lower than that of the pure kimberlite ore. What this means for Petra The shift in Petra’s production profile from mostly diluted to mostly undiluted ore at Finsch and Cullinan is expected to be the major contributor which will see the Group’s operating margin rise from 43% in FY 2014 to +50% in FY 2019. It will also mean that the Group can achieve production growth of circa 60% by FY 2019, despite the fact that Petra will only be mining 11% more tonnes than FY 2014, due to the fact that each new undiluted tonne to be mined will contain significantly more diamonds. » Petra’s expansion programmes are designed to take the next ‘cut’ by deepening and establishing new sub level and block caves in undiluted kimberlite. Petra has a high level of confidence in the average grade of the pure kimberlite ore at its mines, based on years of actual operating results. » As the development plans progress, the grade of each tonne mined is therefore expected to rise significantly, increasing the margin per tonne mined. » Finsch: the grade is expected to rise from 38.1 cpht in FY 2014 to circa 58 cpht by FY 2017. » Cullinan: the grade is expected to rise from 27.8 cpht in FY 2014 to +50 cpht by FY 2019. » By accessing undiluted ore, the Company will reduce wear and tear on its processing systems (waste rock is harder and more abrasive than kimberlite). Increasing grade Higher quality diamonds Rising margins Petra Diamonds Limited Annual Report and Accounts 2014 31 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOOperational Review continued Finsch One of the world’s major diamond mines, Finsch benefits from top-quality infrastructure including a modern processing plant. Revenue Contribution 39% Production Carats (ROM + Tailings) 1,885,160 +33% Revenue US$183.7m +14% Average Price Per Carat US$99 -18% Production Supervisor gives safety instructions to an LHD Operator. Output Excellent production performance, contributing 1.89 Mct for FY 2014. Recoveries Plant bottom cut-off lowered to capture the high quality smaller stones. Efficiencies Value accretive scope change to enlarge Block 5 SLC mining area and accelerate ramp up to 3.5 Mtpa. Responsibility Targeted internal training programmes to support our women in mining. Performance in FY 2014 Finsch performed strongly for the Year, contributing 1,885,160 carats (FY 2013: 1,412,465 carats) and revenue of US$183.7 million (FY 2013: US$160.6 million). The 33% increase in production for the Year is attributable to a 12% increase in ROM tonnes treated coupled with changes to the plant. As previously reported, Petra lowered the plant bottom cut-off at Finsch in Q4 FY 2013 in order to capture the high quality smaller stones present within the orebody. This resulted in a higher estimated ROM grade of 38.1 cpht in FY 2014 (FY 2013: 34.1 cpht) (which is expected to stay effectively flat for FY 2015) and a higher estimated tailings grade of 29.1 cpht (FY 2013: 20.1 cpht). Costs The on-mine cash cost of ZAR146/t (FY 2013: ZAR139/t) at Finsch was in line with management’s expectations. Above-inflationary cost pressures associated with labour and electricity were partially offset by increased levels of throughput resulting in a 5% unit cash cost increase compared to South African CPI of 6%. Development plan Petra’s development plan at Finsch is due to increase production from 1.89 Mct in FY 2014 to circa 2 Mctpa by FY 2017. Petra’s initial mine plan has a life of 16 years, but resources in Block 6 and the adjacent Precursor kimberlite orebody, which sits next to the main body of the Finsch kimberlite pipe, are expected to prolong the actual LOM for considerably longer. The mine has a significant gross resource of 51.3 Mcts. Production is currently entirely from Block 4 on the 630 mL, which is a mature block that has been largely mined out, resulting in the ore being heavily diluted with waste rock. In order to provide earlier access to undiluted ore before the main Block 5 Cave is put in place, Petra will use the SLC mining method over four levels in Block 5 from 700 mL to 780 mL. The new Block 5 Cave will then be installed at 900 mL. A schematic of the Finsch mine and orebody is available on Petra’s website petradiamonds.com/investors/ analysts/analyst-guidance 32 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTOn 18 August 2014, Petra announced a value accretive scope change at Finsch which will provide for the enlargement of the mining area of the Block 5 SLC and the acceleration of the ramp up to its steady state production level of 3.5 Mtpa by FY 2018 as opposed to by FY 2021. This has been made possible by enlarging the footprint of the SLC, as well as by opening up access from the 630 mL to the 780 mL to mine the South West Precursor. The scope change has added circa ZAR160 million to the mine’s FY 2015 Capex; however, Petra’s internal company models show that it enhances overall project NPV (10% discount rate) by circa US$100 million on a 100% attributable basis. It has also served to defer the capital required for the main Block 5 Block Cave, reducing overall expansion capital by circa ZAR350 million for the period FY 2017 to FY 2019 compared to previous guidance. During FY 2014, the development of the declines at Finsch continued apace, with a total of 4,055 development metres delivered during the Year (FY 2013: 2,311 metres). Raiseboring activities continued throughout FY 2014 and yielded 302 metres (FY 2013: 165 metres). As the mine’s production profile gradually changes from diluted to undiluted ore, the ROM grade is expected to increase to circa 46 cpht by FY 2016 and to circa 58 cpht from FY 2017 onwards (up from previous guidance of 56 cpht, more accurately reflecting the impact of the plant changes). The Block 5 Block Cave expansion capital (post FY 2019) is guided at circa ZAR260 million per annum (FY 2015 money terms) to be incurred over the five-year period FY 2020 to FY 2024, with this new block cave contributing 3.5 Mtpa from FY 2023/FY 2024 up to FY 2030 at an average recovered grade of circa 60 cpht. Treatment of the ‘Pre 79 Tailings’ is planned at 2.6 Mt for FY 2015 and is expected to be mined for a further three years (including FY 2015) at a grade of 27.3 cpht (also increased from prior year guidance as a result of the aforementioned plant changes). The Pre 79 Tailings grade is guided at circa 25 cpht for FY 2016 and circa 22 cpht for FY 2017. The treatment of the ‘Post 79 Tailings’ material has been removed from the mine plan. Capex Capex of US$67.8 million for the Year (FY 2013: US$48.6 million) reflects the progression of the expansion project and associated underground development in FY 2014. The majority of sustaining Capex was spent on the replacement of equipment reaching the end of its useful life. More detail online petradiamonds.com/operations/ operating-mines/finsch Women in mining Women are a fundamental and unique part of any workforce and therefore it is important to Petra that they are properly represented within the Group. As part of our strategy to attract, retain and support females in our workforce, a ‘Women in Mining’ forum was established in FY 2014 and targeted training programmes are provided. An “on-the-job” assessment being carried out with a Women in Mining trainee at the dust scrubber at Finsch. Petra Diamonds Limited Annual Report and Accounts 2014 33 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOOperational Review continued Cullinan One of the world’s most celebrated diamond mines, Cullinan is renowned as an important source of large, high value diamonds and very rare blue diamonds. Revenue Contribution 35% Production Carats (ROM + Tailings) 823,619 Revenue -5% US$162.8m +22% Average Price Per Carat US$1851 +13% 1. US$146 per carat excluding exceptional diamonds. The Cullinan mine. Output Volatility in ROM grade impacted output, but Petra has a number of initiatives in place to address this. Recoveries Average value per carat significantly higher than expected, assisted by the sale of two exceptional diamonds. Efficiencies Longer-term unit cost efficiencies from simplified ore-handling and plant streamlining. Responsibility Phytoremediation research project to clean mine effluent. Performance in FY 2014 Cullinan’s revenue increased to US$162.8 million (FY 2013: US$133.0 million) despite slightly lower production, due to a higher contribution from ‘exceptional’ (+US$5 million) diamonds. Cullinan is renowned as an important source of large top-quality white diamonds and very rare top-quality blue diamonds, and in FY 2014 the mine produced a 126.4 carat white diamond that sold for US$8.5 million in December 2013 and a 29.6 carat blue diamond that sold for US$25.6 million in February 2014. Production in FY 2014 decreased 5% to 823,619 carats (FY 2013: 868,975 carats) mainly due to a reduced ROM grade of 27.8 cpht (FY 2013: 30.7 cpht). This was partially offset by increased tailings production of 116,891 carats (FY 2013: 73,605 carats), with tailings throughput increasing to 2.1 Mt (FY 2013: 1.5 Mt). Petra is currently mostly operating in ‘mature’ production areas at Cullinan, which are highly diluted by the ingress of waste rock. This will therefore result in ROM grade volatility until the expansion programmes open up access to undiluted ore from the new C-Cut Phase 1 block cave from FY 2016 onwards. The lower ROM grade of 27.8 cpht achieved for the Year was due to 85% of the tonnes being sourced from highly diluted areas, compounded by increased waste from the development activities, which is processed through the plant as there are no separate waste handling facilities at the mine. Petra has a number of initiatives in place to mitigate the diluted ROM grade at Cullinan, including opening up access to tonnages from the BA5 area at the 645 mL and in the BA-West area, as well as by the migration of mining from the more diluted AUC North area to the AUC South area. An initiative is also in place to negate the development waste impact on plant efficiencies (refer to the “Development plan” section). Costs The on-mine cash cost at Cullinan reduced slightly to ZAR154/t (FY 2013: ZAR158/t) mainly due to the increased volumes of lower cost tailings throughput. In the longer term, once the development plan has significantly progressed in the years to come, unit cost efficiencies are expected to be driven by initiatives such as a simplified ore-handling system underground and further streamlining of the plant. 34 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTDevelopment plan Cullinan contains a world-class diamond resource of 199.6 Mcts (including 17.2 Mcts in tailings), and the Company is capitalising on this by undertaking an expansion programme at the mine to take annual production to circa 2.2 Mcts by FY 2019 (comprising 2.0 Mcts ROM and 0.2 Mcts tailings). tonnes mined will reduce by up to 30% compared to FY 2014. The impact of development waste on plant efficiencies will be further negated through the introduction of an NIR (near infrared) waste sorting machine that can identify and remove waste in the coarser size fractions. This is planned to be operational from Q2 FY 2015. This expansion plan will establish a new block cave, known as C-Cut Phase 1, on the western side of the orebody in the upper portion of the major C-Cut resource (estimated to contain some 133 Mcts in total) and will also involve a large tailings operation. Petra’s current mine plan has a life of 16 years, but the major residual resources at the mine indicate that the actual LOM could be in excess of 50 years. The shaft deepening and underground development at Cullinan continued to progress in line with expectations, with the C-Cut Phase 1 waste development yielding a total of 5,597 metres for FY 2014 (FY 2013: 4,147 metres), while raiseboring delivered 854 metres (FY 2013: 626 metres). Kimberlite development preparing the new block cave has now commenced, with 72 metres developed by Year end. In FY 2015 there will be an increase in production of undiluted kimberlite tonnes, as well as a reduction in development waste, and the percentage of tonnages pulled from diluted areas is therefore expected to decrease to 78%. Development activities are also now shifting towards tunnel development through the orebody (kimberlite development, rather than surrounding host rock development); therefore the total waste content in the FY 2015 ROM tonnes treated are guided at circa 2.7 Mt, with a gradual increase in tonnes treated to 4.0 Mtpa by FY 2019. The ROM grade is expected to increase from circa 27.8 cpht in FY 2014 to in excess of 50 cpht by FY 2019, when Cullinan’s C-Cut Phase 1 block cave is in full production. The tailings programme at Cullinan is expected to reach its steady state level of 2.7 Mt in FY 2015 at a grade of circa 6.2 cpht, increasing to circa 7.5 cpht by FY 2016, following commissioning of the re-crush circuit. Capex Capex of US$93.1 million for the Year (FY 2013: US$89.0 million) was in line with the progression of Cullinan’s development programme. The majority of the capital was spent on underground development and infrastructure, the commencement of the shaft deepening project and the continued construction of the tailings treatment facility. Sustaining Capex included new trackless equipment purchased in relation to the project to open up access to ore on the 645 mL in the BA5 area. A schematic of the Cullinan mine and orebody is available on Petra’s website petradiamonds.com/investors/ analysts/analyst-guidance More detail online petradiamonds.com/operations/ operating-mines/cullinan Skills training at Cullinan In South Africa, our operations plan and budget for ‘portable skills training’, which is intended to develop skills that employees can use for self-employment at the end of their careers or in the instance of mine closure. The Cullinan mine plays an active and supportive role in its local community to promote better education standards and skills. In FY 2014, the technical workshop and classrooms at Chipa Tabane High School in Refilwe were renovated and equipped, with the mine also contributing to the ongoing development of the students. Carpentry skills training from Cullinan. Petra Diamonds Limited Annual Report and Accounts 2014 35 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOOperational Review continued Koffiefontein One of the world’s top kimberlite mines by average value per carat. Revenue Contribution 6% Production Carats (ROM + Tailings/Ebenhaezar) 50,375 Revenue +45% US$26.7m +61% Average Price Per Carat US$542 +15% The Koffiefontein mine at dusk. Output Production increased by 45% and revenue by 61%. Recoveries High average value per carat of US$542 achieved in FY 2014. Efficiencies Value accretive scope change to enlarge SLC and access opened up to 520mL production areas. Responsibility Teacher support programme provides assistance to local school. Performance in FY 2014 Koffiefontein is one of the world’s top kimberlite mines by average value per carat, achieving US$542 for FY 2014, despite the fact that the overall average has to some extent been reduced by the higher proportion of lower value tailings/Ebenhaezer production in the total sales mix. Diamond production increased by 45% in FY 2014 to 50,375 carats (FY 2013: 34,800 carats), largely owing to increased treatment of recovery tailings (which have a significantly higher grade than ordinary tailings material), supplemented by ore from the Ebenhaezer satellite pit. A 22% increase in ROM production yielded strong prices in H2 FY 2014, given the increased contribution of higher value ROM carats. Revenue therefore increased 61% to US$26.7 million for the Year. Costs The on-mine cash cost increased to ZAR293/t, due to the higher proportion of underground ROM tonnes treated during FY 2014, compared to FY 2013. At Koffiefontein, the mining and treatment of underground ROM tonnes has a substantially higher operating cost per tonne, compared to the mining and treatment of surface tonnes. The nature of treating recovery tailings is that they are processed in lower volumes than normal tailings and therefore record a higher cash cost per tonne, but with an associated higher value per tonne recovered. Development plan Petra’s expansion plan at Koffiefontein will increase production from 50,375 ctpa in FY 2014 to circa 100,000 ctpa by FY 2017 (underground only). Petra’s current mine plan has a life of 11 years, but the residual resources at the mine indicate that the actual LOM could be in excess of 20 years. As at Finsch, management has identified the opportunity to put in place a value accretive change of scope to the mine plan at Koffiefontein, which involves the installation of an SLC, before putting in place a new block cave. Whereas previously Petra’s plan was to mine the SLC from 560 mL to 580 mL, the revised mining scope will expand the footprint of the SLC to a depth of 600 mL. Development on the 560 mL of the SLC is well advanced, with production to commence during Q2 FY 2015. 36 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTSample results carried out on the 560 mL SLC material also confirmed the previously guided grade of circa 9 to 10 cpht and resulted in a significant increase in Koffiefontein’s guided average ROM price to US$800/carat. In addition to the SLC, Petra has opened up access to new production areas on the 520 mL area, which will commence operation during Q1 FY 2015. The change in scope outlined above results in FY 2015 expansion Capex of circa ZAR198 million, an increase on prior guidance of circa ZAR90 million. Management has focused on the bottleneck issues that have been experienced in the past and expects the improvements made at the mine to produce results in FY 2015 and onwards. ROM throughput is expected to increase to 0.74 Mt in FY 2015, at a grade of circa 9.3 cpht, rising to 1.1 Mt by FY 2017 in line with previous guidance. Grades are expected to remain steady over this period at 9 to 10 cpht. The increase in contribution from underground ROM production is expected to increase recovery of the larger and more valuable stones (including Type II diamonds) for which Koffiefontein is well known. Surface mining of the Ebenhaezer satellite pit will continue in FY 2015 with circa 0.8 Mt planned to be treated at a grade of 2 to 3 cpht. Mining of the Ebenhaezer pit is expected to continue for two years (including FY 2015), in order to supplement the underground ROM tonnes. Capex Capex for the Year of US$30.7 million (FY 2013: US$20.4 million) was primarily applied to underground development and the purchasing of plant, mining and surface equipment. A schematic of the Koffiefontein mine and orebody is available on Petra’s website petradiamonds.com/investors/analysts/ analyst-guidance More detail online petradiamonds.com/operations/ operating-mines/koffiefontein Koffiefontein supports the next generation Koffiefontein provides assistance at its local Reikaeletse Secondary School in the form of its teacher support programme. The aim of the project is to inspire and support the next generation of students, enhancing their skills in key subjects such as maths and science. Koffiefontein also assists the younger generation, with contributions to a number of local crèches in the form of educational products and toys, play equipment, furniture and appliances. Assisting a student as part of the teacher support programme at Koffiefontein. Petra Diamonds Limited Annual Report and Accounts 2014 37 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOOperational Review continued Kimberley Underground Comprising three kimberlite pipe mines – Bultfontein, Dutoitspan and Wesselton – which were at the heart of South Africa’s early diamond rush in Kimberley. Revenue Contribution 8% Production Carats (ROM only) 126,917 Revenue +10% US$38.8m +16% Average Price Per Carat US$303 +3% Conveyor belt transporting ore at the Kimberley Underground plant. Output Production increased 10%. Recoveries Wesselton plant completed final stages of commissioning. Efficiencies Wesselton stockpile of ca. 244kt available for future processing. Responsibility Renovations to and upgrade of facilities at local school. Performance in FY 2014 The Kimberley Underground operation comprises three kimberlite pipe mines: Bultfontein and Dutoitspan (serviced by the Joint Shaft and the Joint Shaft plant) and Wesselton (serviced by the Wesselton Shaft and the Wesselton plant). FY 2014 production increased 10% to 126,917 carats (FY 2013: 115,400 carats) and revenue increased 16% to US$38.8 million. Recovered grades were marginally below management’s earlier expectations, with the depletion of the Joint Shaft stockpile during H2 FY 2014. The remaining Wesselton stockpile contains circa 244,000 tonnes for future processing. Costs The on-mine cash cost increased to ZAR301/t (FY 2013: ZAR265/t) due to the start up of the Wesselton plant, increased maintenance costs and lower than planned volumes treated at Wesselton during the final stages of plant commissioning. A schematic of the Kimberley Underground mine and orebody is available on Petra’s website petradiamonds.com/investors/analysts/ analyst-guidance 38 Petra Diamonds Limited Annual Report and Accounts 2014 Development plan Petra’s mine plan at Kimberley Underground will take steady state production to 170,000 ctpa by FY 2016. ROM tonnes planned for treatment in FY 2015 are guided as 1.17 Mt, remaining at circa 1.2 Mtpa from FY 2016 onwards, as supported by treatment results in Q4 FY 2014 reaching 261,000 tonnes, equating to an annualised rate exceeding 1 Mtpa. Capex Capex for the Year was 53% lower than the previous year at US$10.1 million (FY 2013: US$21.6 million) mainly due to the finalisation of the plant upgrades as well as limited underground capital during the initial phases of underground development. More detail online petradiamonds.com/operations/ operating-mines/kimberley-underground STRATEGIC REPORTWilliamson Tanzania’s only important diamond producer, Williamson is based upon the 146 hectare Mwadui kimberlite pipe. Dump truck transporting ore for the processing cycle at Williamson. Revenue Contribution 11% Production Carats (ROM and alluvial) 188,465 +15% Revenue US$53.9m +29% Average Price Per Carat US$303 +19% Output Increased tonnes treated delivered 15% higher production. Recoveries Ongoing plant refinements to improve recoveries. Efficiencies Continued increase in tonnages treated to improve unit costs. Responsibility Distribution of drinking water to the Williamson mine village and surrounding communities. Performance in FY 2014 Williamson is an open pit operation, based upon the mining of the 146 hectare Mwadui kimberlite. The mine produces high quality diamonds, as evidenced by the average value of US$303 per carat in FY 2014. The mine has also been known historically for very rare pink stones and Petra was therefore encouraged by the recovery of a high quality 16.4 carat pink diamond at the mine in Q1 FY 2015, which was included in the Company’s first sales tender of FY 2015 and sold for US$2.2 million. Images of this beautiful pink can be viewed on the Company’s website at: www.petradiamonds.com/media/ image-library/diamonds. The mine delivered increased production of 188,465 carats for the Year (FY 2013: 164,376 carats), further to the increase in tonnes treated in line with the progression of the mine’s development plan. ROM grades decreased 5%, partly due to excessive rainfall during Q3 FY 2014 which led to higher grade production areas being made inaccessible, as well as plant constraints which are being addressed. During Q4 FY 2014, 1 Mt of ROM material was treated, giving an annualised equivalent production level in excess of 3.6 Mtpa. Costs The on-mine cash cost of US$12/t (FY 2013: US$12/t) remained flat year-on-year due to increases in contractor rates, offset by increased tonnages treated. Development plan Petra’s expansion plan at Williamson will see tonnage throughput ramp up to circa 5 Mtpa from FY 2017, which at a grade of circa 6.0 cpht is expected to deliver 300,000 ctpa. Petra’s current mine plan for Williamson has a life of 19 years, but given that the Mwadui kimberlite hosts a major resource of 33.1 Mcts, there is potential to extend the LOM considerably. The Williamson expansion plan is on track, with FY 2015 ROM tonnage throughput guided at circa 3.7 Mt, ramping up to 4.3 Mt in FY 2016 and then reaching steady state production of circa 5 Mtpa from FY 2017 onwards. The ROM grade is expected to be circa 5.6 cpht for FY 2015, rising to circa 6.0 cpht from FY 2016 onwards further to improved plant efficiencies. Capex Capex reduced to US$8.9 million for the Year (FY 2013: US$11.7 million) and was predominantly spent on finalising the rebuilt plant and on other production related activities, including pit shaping/ shale removal, haul road construction and slimes/tailings handling facilities. A schematic of the Williamson mine and Mwadui orebody is available on Petra’s website petradiamonds.com/investors/analysts/ analyst-guidance Petra Diamonds Limited Annual Report and Accounts 2014 39 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOOperational Review continued Resource Management and Exploration Exploring for new economic kimberlites in Botswana and the careful management of our diamond resources to ensure sustainable operations for the Group. Gross reserves and resources Petra manages one of the world’s largest diamond resources. This major resource suggests that the potential mine lives of Petra’s assets could be considerably longer than the current mine plans in place at each operation, or could support significantly higher production rates. A summary of the Group’s gross Reserves and Resources is above and the full 2014 Resource Statement is available on pages 148 to 151. As at 30 June 2014, the Group’s gross diamond resources (inclusive of Reserves) decreased 3% to 301.2 Mcts (30 June 2013: 309.6 Mcts). Apart from depletion by mining activity, the main reasons for an overall decrease in gross diamond resources were the sale of the Sedibeng and Star fissure operations (1.2 Mcts), the application of a revised resource model at Williamson (resulting in the total Resource decreasing by 6.3 Mcts due to a lower grade attributed to the K1, K1A and K2/KT facies in the ‘diatreme’ portion of the orebody – currently not in the LOM business plan), and a 0.8 Mcts decrease in the total Resource at Kimberley Underground (mainly due to a reduced grade on the East Blow section of Dutoitspan, based on new sampling results). These decreases were countered by a 0.5 Mcts increase at Finsch due to re-modelling of Finsch Block 4 with PCBC software, and a 0.6 Mcts increase at Koffiefontein due to the base of the mine’s Resource being taken to 720 metres, based on new sampling results. 40 Petra Diamonds Limited Annual Report and Accounts 2014 Gross reserves and resources status of the combined Petra Group operations as at 30 June 2014 Category Reserves Proved Probable Subtotal Resources Measured Indicated Inferred Subtotal Tonnes millions Grade cpht Contained diamonds Mcts 1.0 121.8 122.9 14.5 447.5 1,289.9 1,751.9 49.2 44.9 45.0 7.1 49.7 6.0 17.2 0.50 54.74 55.24 1.03 222.51 77.61 301.16 As at 30 June 2014, the Group’s gross diamond reserves increased 1.5% to 55.2 Mcts (30 June 2013: 54.4 Mcts), mainly owing to re-calibration of the Finsch Block 4 PCBC model and new PCSLC and PCBC modelling of the Finsch Block 5 SLC and Block Cave respectively. STRATEGIC REPORT Exploration Petra’s exploration programme is concentrated on Botswana, the world’s largest diamond producer by value and host to two of the world’s largest diamond mines, Jwaneng and Orapa. With its high prospectivity, low risk profile and attractive fiscal regime, Petra considers Botswana to offer the most attractive environment for diamond exploration worldwide. Petra continues to review its exploration holdings in Botswana and during FY 2014 the Company decreased the size of its 100% held diamond prospecting licences ground from circa 21,520 km² to circa 11,390 km2 following the relinquishment of large tracks of well explored ground holdings. KX36 Petra’s focus at present remains the evaluation of the KX36 kimberlite discovery and an intensified search for other kimberlites in the surrounding area. Phase one of a +800 tonnes large diameter drilling (“LDD”) campaign completed in FY 2013 rendered a total of circa 285 carats (including three stones of approximately 5 carats, two of which were of gem quality). This programme was followed up in FY 2014 by a third phase of narrow diameter drilling (“NDD”) to improve delineation of the KX36 pipe and to provide additional geological and geotechnical information. Analysis and integration of this information into an updated 3D Gemcom model has led to the recognition and classification of mainly two different kimberlite facies – uniform coherent and transitional coherent. Towards Year end, results from a third batch of circa 800kg of micro diamond samples (sampled by facies) became available. These results will be evaluated, together with the previously obtained micro and macro diamond results, to increase the confidence in further diamond size distribution and diamond content modelling. Significant work is required to increase the confidence levels of both the grade and the average diamond value of the deposit, which will involve a second phase of LDD sampling, commencing in early FY 2015. The aim of this programme is to obtain circa 720 carats for a more representative diamond parcel of circa 1,000 carats which will be used for further resource modelling and diamond value determination. KX36 surrounding area The high resolution regional deflation sampling programme that commenced late FY 2012, covering kimberlite KX36 and the immediate surrounds, has been completed. An anomalous zone trending south west of KX36 has been defined by visually identified and probed kimberlite indicator mineral (“KIM”) recoveries from 7,750 samples. This broad KIM anomaly seems to break up into several separate anomalies. Following the analysis, interpretation and final integration of all data obtained to date for the KX36 region (a combination of SkyTEM Heli-borne Electromagnetic data, geological and Drill rig in operation in Botswana. geophysical data), 16 selected targets in relatively close proximity to KX36 were drilled to a cumulative depth of circa 2,100 metres. The drilled targets were mainly electromagnetic and magnetic anomalies selected within a high interest area with respect to the kimberlitic indicator distribution. No new kimberlites were discovered. At Year end, a complete data package was handed over to external consultants for a thorough review of all KX36 region exploration work done to date. Kokong Field Further to the award of three new prospecting licences to the east and adjacent to the Kokong kimberlite field, a 6,286 line-km low-level hi-res (Xcalibur) aeromagnetic survey was conducted over a portion of the newly issued licence PL189/2014 in this project area. Ground geophysical follow-up of high interest targets has already commenced and will continue into FY 2015. Manica Minerals Co-operation Agreement During the Year, the Company announced a diamond exploration co-operation agreement (“Agreement”) with Manica Minerals Ltd (“Manica”), which is led by Dr Peter Hildebrand and Dr John Gurney, the renowned kimberlite expert. The Agreement is an exciting development for Petra, due to the combined kimberlite exploration skills and expertise in both Manica and Petra, and provides the Company with access to an additional circa 18,200 km2 of highly prospective land holdings in the Jwaneng and Orapa areas. Work on the Manica prospecting licences held in the Orapa area commenced in earnest in the middle of the Year with a detailed historical data review and geophysical target generation exercise, followed by high resolution ground magnetic follow-up over selected targets. This area is also host to several known kimberlites, and particular attention will be given to the initial evaluation of these previously identified kimberlites with respect to size, mineral chemistry and diamond-bearing potential. To this end, a circa 1,300 metres Reverse Circulation (“RC”) drilling programme was carried out in Q1 FY 2015. Material obtained through this programme has been submitted for Mantle Mapper™ analysis, a procedure developed by Mineral Services (under the auspices of Dr Gurney), for quantitatively analysing the abundance and composition of key indicator minerals in kimberlite to allow reliable evaluation of the diamond potential of the host orebody. Jim Davidson Technical Director 17 October 2014 Petra Diamonds Limited Annual Report and Accounts 2014 41 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOGovernance Overview Adonis Pouroulis Non-Executive Chairman Board composition 1 3 3 X Executive Directors X Independent Non-Executive Directors X Non-Executive Director Dear Shareholder As Chairman, one of my core responsibilities is to ensure effective corporate governance throughout the Group, thereby: » protecting the interests of shareholders and other stakeholders; » abiding by our ethical principles; and » upholding the high value placed upon our unique product. The above objectives are considered integral to ensuring the long-term sustainability of our business. Overview As an LSE Main Market listed company, Petra is subject to the UK Corporate Governance Code 2012 (“the Code”), which is recognised as one of the world’s most comprehensive governance standards. The Corporate Governance Statement on pages 54 to 61 sets out in full how Petra adheres to the Code in spirit and practice. The ability of the Company to continue to strengthen its governance practices, in line with its increasing size and stature and also to reflect the ever changing nature of the governance and regulatory landscape, remains a core focus for me, personally, my fellow Board members and Petra’s Senior Management. The Group’s growth profile is exciting but it also presents challenges, which are being addressed by continuing to build on our organisational capacity with enhanced systems and structures. We remain highly focused on delivering Petra’s growth profile in the right way and without compromising our core values. Read more about our values at petradiamonds.com/about-us/ our-vision-and-values Governance structure The Board delegates certain duties and responsibilities to its Committees, whose terms of reference are published on Petra’s website www.petradiamonds.com/about-us/corporate-governance/board-committees. The Audit and Remuneration Committees are wholly composed of independent NEDs to ensure their independence, while the Nomination Committee is composed of independent NEDs and chaired by the Company’s Chairman. The Committees are provided with the requisite support and information to enable them to discharge their duties. Board of Directors Audit Committee Remuneration Committee Nomination Committee HSSE Committee The Audit Committee is responsible for overseeing the Group’s financial reporting, internal and external audit, internal control and risk management systems, and compliance, whistleblowing and fraud policies The Remuneration Committee is responsible for advising the Board on the remuneration of Executive Directors and setting an overall policy for remunerating the Group’s employees The Nomination Committee leads the process for Board appointments, re-election and succession of the Directors and the Chairman The HSSE Committee, whilst not a formally constituted Board Committee, is chaired by Mr Dippenaar. It is responsible for the Health, Safety, Social and Environmental policy and compliance within the Group Gordon Hamilton Gordon Hamilton Adonis Pouroulis Johan Dippenaar Chairman Chairman Chairman Chairman Tony Lowrie Tony Lowrie Gordon Hamilton Members of Senior Management Patrick Bartlett Patrick Bartlett Tony Lowrie Patrick Bartlett 42 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTGovernance Performance in FY 2014 Board Strategy and Performance The Board made good headway with its objectives in FY 2014, particularly with regards to strategy, risk management/internal controls and Board process. Board and Committee composition has been identified as an area for focus in FY 2015, particularly taking into account the importance of diversity. Read more about the Board’s performance for the Year on page 57. Independent Board Evaluation The Board’s first external review process was carried out in May 2014 and included a thorough and independent evaluation of its performance. Read more about the process on page 59. Director Training My fellow Directors and I participate in various ongoing professional development courses and training opportunities. During the Year a formal training session for the full Board and the investor relations team was held. Topics chosen were highly relevant to Petra’s business. Read more on page 58. A New Reporting Era There have been a number of significant changes with regards to UK company reporting which have come into effect recently and trends that are redefining how companies approach corporate reporting. There is a clear demand from investors for corporate reporting that provides a clear and concise explanation of a business’s strategy, performance, risks and opportunities in a manner that ‘cuts the clutter’; additional reporting requirements for the Audit Committee; new regulations with regards to remuneration (covered in the Directors’ Remuneration Report on pages 74 to 90); and important new sustainability disclosure requirements covering greenhouse gas emissions, diversity and human rights. The Board is also now responsible for reviewing and signing off an Annual Report and Accounts that is considered to give a ‘fair, balanced and understandable’ view of the business as a whole. While all businesses should be forward looking, mining is especially a long-term industry, which requires considerable strategic thinking, planning and action today in order to achieve results in the future. This is evidenced by the investment and expansion plans we currently have in place in order to reach our target of circa 5 million carats by FY 2019. Providing transparent information on the Company and its strategy was already in line with Petra’s approach to reporting – read more on page 60 in ‘Shareholder Communication – Strategy’. Risk Management The Board, on the recommendation of the Audit Committee, approved the formation of a Group risk management/internal audit department during the Year and, post Year end, an experienced Group Risk and Internal Audit Manager was appointed. Read more on page 67. A Culture of Integrity The Board and Senior Management of Petra fosters a Group culture from the top down of integrity, diligence and accountability, backed up by a real passion for what we are doing. Our aim is to maintain this positive culture as Petra continues to grow and progress its mission to build a leading, independent diamond mining group. Feedback The views of our stakeholders are important to Petra. If any shareholder would like to speak to me or the Senior Independent Director about the contents of this Report, they should get in contact via our Corporate Communications team based in London (see page 152 for contact details). We welcome such changes, which require companies to focus on the reporting of material issues and to provide shareholders with an integrated view of key opportunities and risks that could affect a company’s development and performance. Adonis Pouroulis Non-Executive Chairman 17 October 2014 Directors’ experience/backgrounds Directors’ nationality 4 2 4 6 2 4 X Mining X Geology X Finance X Capital markets X Audit X Africa 3 4 X South African X British Tenure of Directors Number of shares held 2.5% 1 1 1 2 2 X 0–2 years X 2–3 years X 3–9 years X 9–11 years X 11–17 years 97.5% X Directors X Other Petra Diamonds Limited Annual Report and Accounts 2014 43 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOBoard of Directors Name and title Adonis Pouroulis (44) Non‑Executive Chairman Johan Dippenaar (57) Chief Executive David Abery (51) Finance Director Appointment date March 1997 June 2005 July 2003 Role Mr Pouroulis leads the Board of Directors and works with the Executive Directors on strategy and other matters. He serves as Chairman of the Nomination Committee. Qualifications Mining Engineer – University of Witswatersrand, South Africa Mr Dippenaar leads the management of the Group, implements the agreed strategy and runs the business on a day-to-day basis. He is a member of the Executive Committee and chairs the HSSE Committee. Chartered Accountant – member of the South African Institute of Chartered Accountants Mr Abery leads the financial management of the Group and is responsible for financing, treasury, financial controls, reporting, legal, investor relations, compliance and corporate governance. Chartered Accountant – ICAEW Experience Mr Pouroulis is a mining entrepreneur whose expertise lies in the discovery and exploration of natural resources across Africa, including diamonds, precious/ base metals, coal and oil and gas, and bringing these assets into production. He founded Petra Diamonds in 1997 and it became the first diamond company to float on AIM. He has since chaired Petra as it has developed into a mid-tier diamond producer of global significance and London’s largest quoted diamond mining group. Since 1990 Mr Dippenaar has been involved in the leadership and management of diamond mining companies. Prior to his appointment as Chief Executive of Petra, he was Chief Executive of ASX-quoted Crown Diamonds which merged with Petra in 2005. Since the merger, he has led Petra through a period of significant growth, taking the Company’s annual production from circa 175,000 carats in FY 2006 to 3.1 million carats in FY 2014, and establishing the Company as a leading independent diamond producer. Mr Abery has many years experience as a chief financial officer in both the South African and UK business environments. He has been integral to the structuring and delivery of strategic Group corporate development, acquisitions and fundraisings at Petra. He is responsible for all matters pertaining to Petra’s UK listing. External appointments Non-Executive Director of Chariot Oil & Gas plc None None Board meetings attended 5 out of 5 5 out of 5 5 out of 5 Interest in the Company as at 30 June 2014¹ 9,564,650 shares (30 June 2013: 9,564,650 shares) 640,000 shares (30 June 2013: 640,000 shares) 1,979,649 shares (30 June 2013: 1,979,649 shares) 1. There have been no changes to the Director holdings since 30 June 2014 to the date of the Strategic Report. 44 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTJim Davidson (69) Technical Director Tony Lowrie (72) Independent Non‑Executive Director Dr Pat Bartlett (69) Independent Non‑Executive Director Gordon Hamilton (69) Independent Non‑Executive Director June 2005 September 2012 November 2011 November 2011 Mr Davidson leads the technical management team and is responsible for the direction and implementation of the Group’s technical and exploration programmes. Mr Lowrie is the Senior Independent Director and member of the Audit, Remuneration and Nomination Committees. Dr Bartlett is an Independent Non-Executive Director and member of the Audit, Remuneration and Nomination Committees. Mr Hamilton is an Independent Non-Executive Director, Chairman of the Audit and Remuneration Committees and a member of the Nomination Committee. Geologist – Member of the Geological Society of South Africa and registered with the South African Council for Natural Scientific Professions Royal Commission – Sandhurst Military Academy Member of the South African Institute of Mining and Metallurgy; registered Professional Natural Scientist Chartered Accountant – ICAEW Mr Davidson has had a multidisciplinary professional career spanning 43 years and is an authority on the exploration, mining and beneficiation of diamond deposits worldwide. He was key to the building up of Crown Diamonds’ fissure mine portfolio. Following the Crown merger with Petra, he continued in the role of Technical Director for Petra to oversee the technical and geological stewardship of the Group. Jim’s unique tenure brings a specialist oversight across the full diamond process. Mr Lowrie has over 36 years’ association with the equities business and is an experienced non-executive director. He has had a lengthy and distinguished career, which included senior positions with the Hoare Govett group and HG Asia Securities. Between 1996 and 2004 he was chairman of ABN AMRO Asia Securities and was formerly also a managing director of ABN AMRO Bank. He has been a non-executive director of Allied Gold Mining plc, Dragon Oil plc, J.D. Wetherspoon plc, as well as several other quoted Asian closed end funds. Dr Bartlett was formerly chief geologist for De Beers until his retirement in 2003 and is an acknowledged leading expert on kimberlite geology and block caving. He has extensive experience working across Southern Africa and has in-depth knowledge of several of the mines acquired by Petra, having previously worked at Finsch, Koffiefontein, Kimberley Underground and Cullinan. Since retiring from De Beers, he has consulted on block caving projects for BHP Billiton, Anglo American and Rio Tinto. Mr Hamilton retired from Deloitte LLP in 2006 after more than 30 years as a partner primarily responsible for multinational and FTSE 350 company audits, mainly in the mining, oil, aerospace and defence industries, as well as heading the Deloitte South Africa desk in London. He served for nine years until 2011 as a member of the UK Financial Reporting Review Panel. Gordon has extensive experience as a non-executive director across a wide range of businesses. None Director of the Edinburgh Dragon Fund and non-executive director of Kenmare Resources plc Director of the Board of Trustees for the De Beers Benefit Society and the De Beers Pension Fund Non-executive director of Barloworld Limited, Nedbank Private Wealth Limited and other related companies within the Nedbank Group, and Atrium Underwriting Group Limited 5 out of 5 5 out of 5 5 out of 5 5 out of 5 640,000 shares (30 June 2013: 640,000 shares) Nil shares (30 June 2013: nil shares) Nil shares (30 June 2013: nil shares) 100,000 shares (30 June 2013: 70,000 shares) Petra Diamonds Limited Annual Report and Accounts 2014 45 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFORisks Overview Principal risks and uncertainties The Group is exposed to a number of risks and uncertainties which could have a material impact on its performance and long-term development. The effective identification, management and mitigation of these risks and uncertainties is a core focus of the Group, as they are key to the Company’s objectives and strategy being achieved. Central to Petra’s approach to risk management is having the right Board and Senior Management team in place, with such members combining extensive experience both of the specialist world of diamond mining, corporate governance, risk management, and the local operating conditions in South Africa, Tanzania and Botswana. Risk management is the overall responsibility of the Board, assisted primarily by the Audit and HSSE Committees. Petra has the following risk management structure in place (see diagram below). As a growing company, Petra is continually looking to adapt and strengthen its risk management processes. Post Year end, the Company appointed a Group Risk and Internal Audit Manager, who is currently working with the Finance Director and Audit Committee to agree the detailed scope and FY 2015 work programmes for internal audit. The recruitment of an appropriately resourced and experienced internal audit team, as well as a review of the Group Risk Registers to ensure the approach to risk and internal audit management addresses the appropriate areas, are also key objectives in the short term. Given the long-term nature of the mining business, particularly taking into account the extensive life span of Petra’s assets, the majority of the Group’s risks are unlikely to alter significantly on a yearly basis. However, inevitably the level of risk can change, as could the Group’s risk appetite. Risk management Board of Directors Audit Committee HSSE Committee Executive Directors Senior Management Corporate and operational risk 46 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTPrincipal risks A detailed review of the Group’s principal risks and risk management for the Year can be found on pages 68 to 71. RISK External risks RISK APPETITE RISK RATING NATURE OF RISK CHANGE IN FY 2014 Rough diamond prices High Medium Long term Currency High Medium Long term Country and political High Medium Long term Operating risks Safety Low High Long term Mining and production Medium Low Long term ROM grade volatility Medium Medium Short term Lower – diamond prices increased over the Year, thereby assisting Petra revenues Lower – the weaker Rand during the Year had a favourable impact on the diamond sales banked in Rands and the US Dollar reporting of operating costs No change – no material country/political changes affected Petra during the Year Higher – while our overall safety performance improved in FY 2014, very regrettably one fatality was recorded No change – Petra did not experience any undue mining challenges in FY 2014 Higher – volatility of ROM grade increased at the Cullinan mine Expansion and project delivery Medium Medium Medium term No change – Petra’s expansion plans remain materially on schedule and on budget Labour relations Medium Medium Short to medium term Higher – Petra experienced some labour unrest during the Year, though with no material impact on Company performance Strategic risks Financing Medium Low Medium term Lower – treasury management remains a core focus; Petra’s expansion plans remain fully financed Cost control and capital discipline Medium Medium Long term No change – Petra maintains strong control of operating costs, G&A and Capex Retention of key personnel Medium Medium Long term Regulatory compliance Low Medium Long term No change – Petra’s employment policies and terms are designed to attract, incentivise and retain individuals of the appropriate calibre. No change – Petra is highly focused on materially meeting all requirements to maintain its licences to operate and comply with all other relevant laws and regulations Petra Diamonds Limited Annual Report and Accounts 2014 47 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOSustainability Overview Sustainability Petra is committed to the responsible development of its assets to the benefit of all stakeholders. Risk assessment is carried out with the construction team at Koffiefontein before commencing work. Petra publishes an annual Sustainability Report, which provides a detailed overview of the Group’s approach to sustainability and its performance for the Year. This report can be accessed at www.petradiamonds.com/sustainability. Material Sustainability Issues The following have been identified as the Company’s material sustainability issues, in keeping with the Global Reporting Initiative’s guidelines for sustainability reporting: Strategy Our strategy is to invest our resources in our mines – capital, in order to extend our mine lives, and people, in order to apply the expertise of our team. We structure and plan our operations to ensure that all stakeholders receive maximum benefit from our presence. This approach aims to ensure long-term sustainable operations. » Safety, health and wellbeing » Labour relations » Staff retention » Resource usage » Climate change Petra’s five core sustainability objectives are in alignment with our Values and with our Group strategy to ‘Work Responsibly’: 1 2 3 4 5 ensure that everyone works safely, in a ‘zero harm’ environment; ensure that we work in harmony with our natural environment and manage resources appropriately; ensure that we have sustainable relationships with all of the communities in which we operate; ensure that we comply with relevant legislation in order to maintain our licence to operate; and structure and implement all projects and practices with the long-term success of the Company in mind, to the benefit of all stakeholders. » Stakeholder engagement » Community development » Compliance and licence to operate » Product assurance Petra mitigates these issues via a combination of meeting regulatory requirements, stakeholder engagement, monitoring performance, adapting and strengthening policies and procedures, internal and external audits, and going ‘beyond compliance’ to do everything possible to positively enhance its direct sphere of influence. Health and Safety The health and safety of our people is Petra’s top priority. We follow a risk-based management approach which entails continual hazard identification, risk assessment and instilling awareness into the workplace culture. Our principal safety risks relate to trackless mobile machinery, electrical switching, supported and suspended loads, underground flooding and fall of ground. 48 Petra Diamonds Limited Annual Report and Accounts 2014 STRATEGIC REPORTThe root cause of accidents remains breaches in safety rules and non-conformance to work procedures. The remedial process is focused on retraining, improving first line supervision and enforcement of existing controls. All our underground mines in South Africa achieved OHSAS 18001 certification (international health and safety management systems) further to an independent third party audit conducted by PwC in FY 2014. The Williamson mine has not been subject to formal certification as yet, but its processes and systems are based upon such international standards and the mine maintains a very high level of safety performance. Petra also has a number of services and initiatives in place to encourage a healthy and happy workforce, extending beyond occupational illnesses to local community issues and lifestyle related conditions. In FY 2014, Petra performed well in terms of LTIFR in comparison to international industry standards, particularly for underground operations. However, the Company very regrettably recorded one fatality at the Cullinan mine in January 2014, following an electrocution accident at a surface electrical substation. For each incident resulting in loss of life or severe injury, a formal internal investigation is conducted and the lessons learnt are shared with all operations in the Group. KPI LTIFR FIFR 2014 0.32 0.01 2013 0.67 0.00 Developing our people In keeping with our core Value of ‘Let’s take control’, Petra believes that employees who are empowered and accountable for their actions work to the best of their ability. The Company has therefore fostered a culture whereby innovation and creativity in the workplace is encouraged and rewarded. To continuously improve the skills of our employees and empower them to achieve their full potential, we invest substantially in training programmes. This is done with cognisance that our employees’ personal development will contribute to the successful development of our operations. A suite of Group-wide HR policies that cover most aspects of employment and employee development, and are augmented at an operational level to ensure they are applicable within the local context of each mine, ensure a well-regulated HR environment. These documents are, in turn, supported by our Group Code of Ethical Conduct and other Group-level initiatives, which reinforce Petra’s existing commitment to the fair treatment and sustainable development of our workforce. In FY 2014, we increased our training spend, with the main areas of expenditure being in-house safety and technical training, engineering learnerships, internships and other learnerships (an accredited learning programme which combines practical work experience with academic learning). Our staff turnover was abnormally high in FY 2014 due to the retrenchments at the Sedibeng and Star mines. Excluding this impact, our turnover rate improved to 8%. FY 2014 FY 2013 Training spend Staff turnover ca. US$6.0 million ca. US$4.5 million1 22%1 11% 1. Includes costs in FY 2013 and staff turnover in FY 2014 for the placing on care and maintenance and subsequent sale of the Sedibeng and Star mines. Protecting the environment Petra recognises the need to conduct its operations in an environmentally sustainable manner by using resources responsibly, protecting and restoring the environments where it operates and mitigating the impacts of its operations. We are committed to full environmental legal compliance in the countries where we operate and to meeting best practice in terms of environmental management. All our underground pipe mines maintained their ISO 14001 certification (international environmental management systems) during the Year, with an independent evaluation carried out by PwC. Williamson has an Environmental Management System compatible with ISO 14001 and shares the same goal of continuous improvement as the certified mines. In FY 2014, Petra consumed more water both as a total for the Group and per tonne treated, which is attributed to increased production and the improved reporting of consumption from all mines. Energy usage on the other hand decreased 1% in line with the Group’s focus on energy efficiency initiatives across all its operations, leading to a reduction in energy usage per tonne. The total carbon emitted by the Group decreased due to improved efficiencies in resource consumption, specifically electricity consumption that contributes more than 80% of the Group’s total greenhouse gases emitted. When an intensity indicator is used, Petra’s carbon footprint for the Year improved on a CO2-e per carat produced basis. Petra continued to improve on its carbon emissions data capture systems in FY 2014, but was not yet in a position to record full greenhouse gas emissions for the entire Group, in line with the new legislation applicable to UK registered companies. Whilst Petra is not a UK registered company, we are committed to capturing and reporting this information. This process will continue in FY 2015 and Petra will be in a position to disclose this data in its 2015 Annual Report. Water usage Energy usage Carbon emissions FY 2014 FY 2013 40,995,687m3 or 2.24m³/t 35,923,403 m3 or 2.09m3/t 508,310,351 kWh or 27,8 kWh/t 511,806,719 kWh or 31 kWh/t 562,934.53 tCO2-e or 0.18 CO2-e/Ct 584,386t CO2-e or 0.23 CO2-e/Ct Petra Diamonds Limited Annual Report and Accounts 2014 49 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOSustainability Overview continued Enhancing our communities Petra’s mission is to unlock value for all our stakeholders, of which our local communities are considered to be one of the most important. Relationships with our local communities are not only important in securing support for our activities and maintaining our social licence to operate, but also vital for ensuring that our operations add real and lasting value to society. Effective, consistent and transparent stakeholder engagement is key to maintaining positive relationships. Our community development efforts are therefore focused on: sustainable job creation; poverty alleviation; skills transfer; and enterprise development. Outside of formally committed expenditure (which is agreed as per our Social and Labour Plans (“SLPs”) in South Africa), the Company provides further discretionary social expenditure. In FY 2014, the Group’s total spend increased to US$1.0 million, due to increased Local Economic Development expenditure in South Africa as new and revised SLP cycles took effect and increased Group discretionary spend, which was committed to a partnership to assist people with physical disabilities in South Africa. Petra’s recruitment policy makes provision for preferential local recruitment across all operations, which encourages a more stable and cohesive workforce, while contributing to the development of local communities. 2014 2013 CSI spend ca. US$1.0 million ca. US$0.9 million % of employees from our local communities South Africa: 77% Tanzania: 45% South Africa: 77% Tanzania: 45% Our Economic Impacts Taxes and royalties make a significant contribution to the countries in which we operate. Petra supports the principles of the Extractive Industries Transparency Initiative (“EITI”) and Publish What You Pay (“PWYP”), given that publishing details of Petra’s tax payments to Governments can help improve community support for its activities. In FY 2014, the Group paid a total of US$53.1 million in taxes and royalties (FY 2013: US$54.2 million). It should be noted that Petra’s operations are currently subject to varying levels of tax shields, due to the significant level of investment being spent by the Company at each asset. As the capital expenditure phase starts to wind down, payments of taxes and royalties are due to rise considerably, in line with the profitability of each operation. The Group spent US$140.0 million on salaries, wages and other benefits in FY 2014 (FY 2013: US$148.1 million). The ‘multiplier effect’ which can be applied in Africa means that whilst Petra employs 4,663 permanent employees and 3,543 contractors, a significantly larger number of people are to a greater or lesser extent dependent on our operations. 50 Petra Diamonds Limited Annual Report and Accounts 2014 In line with our commitment to support local economic development, our operations aim to use local suppliers for goods and services where possible. Taxes and royalties1 Salaries, wages and other benefits2 2014 (US$m) 53.1 140.0,3 2013 (US$m) 54.2 148.1 1. Included in taxes and royalties are employee payroll taxes, skills development levies, unemployment insurance taxes and royalties on diamond sales. 2. Included in salaries, wages and other benefits are medical aid, pension fund, group life and other contributions. 3. Includes the Sedibeng and Star mine employees. The Sedibeng and Star mines were sold in the Year, following a retrenchment programme. Upholding the value of diamonds Petra is committed to upholding the high value placed on natural diamonds, which are given to celebrate life’s most special moments and are considered as prized possessions. The Company ensures that every aspect of the business is managed and run in keeping with its Values, as well as with the value placed upon its unique product. As such, the Company monitors and manages each step in the diamond production process to the highest ethical standards: from exploration, development and mining, through to processing and sorting, and finally marketing and sale. Petra will only operate in countries which are members of the Kimberley Process and only sells diamonds from known sources, thereby providing assurance that 100% of its production is certified as ‘conflict-free’. Protecting Human Rights We recognise that there has been increased focus on the important area of human rights and the responsibilities of business to uphold and protect the rights of its employees and other stakeholders. Petra welcomes this attention, recognising the role that business can play in terms of driving change for good globally. Petra is fully committed to upholding the human rights of all of its stakeholders, including its employees, contractors and partners, and as such has a policy of fair dealing and integrity in place in terms of the conduct of its business. This is set out in the Company’s Code of Ethical Conduct which explicitly includes ‘Principle 4: Not only do we respect human rights, but we actively advance them’. Petra has judged that human rights are not a material risk to the business as the Company operates within constitutional democracies where there are sufficient laws in place to protect human rights. In addition the Company has adequate policies and procedures in place to forbid any kind of discrimination. The Company complies with and supports the UN Universal Declaration of Human Rights and has aligned its principles with the International Labour Organisation Declaration on Fundamental Read more about our business ethics at petradiamonds.com/about-us/ corporate-governance/business-ethics STRATEGIC REPORTThe Williamson mine’s Biogas Project intends to address the issues of limited energy supply at its local communities. Principles and Rights at Work. There is no risk of child labour or forced labour taking place at any of Petra’s operations, due to the Company’s rigorous recruitment and pre-employment vetting process, reinforced by the legislative frameworks of the countries in which we operate. More information on Petra’s approach to managing human rights issues is included in the Company’s annual Sustainability Report. Encouraging Diversity Petra recognises diversity, encompassing people from a range of backgrounds, skills and perspectives, as a moral and business imperative, due to the benefits that well-managed diversity brings to all levels of an organisation. From a regulatory perspective, established and functional Employment Equity Committees are in place at all of our South African mines in accordance with the Employment Equity Act, with membership drawn from employer and employee representatives. These Committees monitor the implementation of Employment Equity Plans, which detail the identified barriers to equitable employment and specify affirmative measures to be implemented by each operation. A Diversity Management workshop was held at Finsch during the Year, and there are plans to roll-out such workshops to all the South African operations during FY 2015, post the finalisation of an Integrated Transformation Framework (“ITF”). The ITF is an analytical tool which will assist the Company in effectively conceptualising and managing transformation within the Group. Whilst not subject to the same regulation and legislation as the South African operations, the Williamson Mine in Tanzania has a policy to promote equal opportunity and to eliminate discrimination in the workplace. Williamson also applies affirmative action measures consistent with the promotion of women in mining, particularly during the recruitment process. In FY 2014, the total percentage of women employed by the Group increased from 14% to 16%. Despite the challenges inherent in employing women in the mining industry, Petra makes proactive and concerted efforts to advance workplace equality through the recruitment and development of women. Read more about our Board and diversity in the Report of the Nomination Committee on page 72. This Strategic Report and the information referred to herein has been approved by the Board and signed on its behalf by: David Abery Finance Director 17 October 2014 Petra Diamonds Limited Annual Report and Accounts 2014 51 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOCorporate Governance Monitoring the dense media separation plant at Williamson. 54 Corporate Governance Statement 62 Report of the Audit Committee 68 Risk Management 72 73 Report of the HSSE Committee 74 Directors’ Remuneration Report Report of the Nomination Committee Corporate Governance Statement UK Corporate Governance Code compliance The Petra Board considers it core to the Group’s status and development that it lives and complies with corporate governance best practice wherever possible. Petra is not subject to a code of corporate governance in its country of incorporation, Bermuda. As a Main Market listed company, Petra is required to comply with the UK Corporate Governance Code 2012 (“the Code”) or to explain in this statement any areas of non-compliance. The Company considers that there is only one area in which it is not strictly in compliance with the Code, which is as follows and which has been previously disclosed: » Remuneration of Non-Executive Directors (“NEDs”) – Petra’s Non-Executive Chairman, Mr Pouroulis, holds options granted prior to the Company’s step-up to the Main Market of the London Stock Exchange, representing a form of performance- related benefits. Whilst the Code states that NEDs should not receive performance-related remuneration, these are legacy arrangements and there have been no further option or share incentive awards to the Non-Executive Chairman since 17 March 2010. Other than this exception, the Group has incorporated the principles of the Code when determining remuneration for NEDs (for further information, please review the Directors’ Remuneration Report on pages 74 to 90). Directors’ Remuneration Report Pages 74 to 90 A copy of the Code is available on the Financial Reporting Council’s website frc.org.uk/Our-Work/Codes-Standards/ Corporate-governance/UK-Corporate- Governance-Code.aspx Matters reserved for the Board » Vision and strategy » Production and trading results » Financial statements and reporting (supported by the Audit Committee) » Financing strategy, including debt and other external financing sources » Budgets, expansion projects, capital expenditure and business plans » Material acquisitions and divestments » Corporate governance and compliance (supported by the Audit Committee) » Risk management and internal controls (supported by the Audit Committee) » Health, safety, social and environmental matters (supported by the HSSE Committee) » Appointments and succession plans (supported by the Nomination Committee) » Remuneration (supported by the Remuneration Committee) Board time 18% 31% 24% 27% X Strategy X Finance X Operations X Governance Board and Committee meetings The full Board meets formally at least four times a year and more often as required. There is frequent communication between Board members outside of the formal meeting dates, in order to stay abreast of business developments. The formal Board and Committee meeting dates are scheduled to address key events in the corporate calendar (see page 153 for further information). There is a standing list of agenda items for discussion at every meeting, with extra time factored in for additional items. The agenda is agreed with the Chairman (or with the Chairman of the relevant Committee) and a timeframe set in advance for the various items, thereby ensuring that the full agenda can be covered in the time allotted. The formal Board and Committee meetings are normally held in Jersey. Given that such meetings involve significant travel by many Directors, the meetings are generally spaced out over two days. This allows for considerable interaction by the members, both inside and outside of the formal meetings. The use of free time to discuss issues allows for clarification and engagement, meaning that consensus during the meeting is more easily attained. It is also outside of the formal meetings that input on specific issues can be addressed, with individual Directors drawing on their personal experiences. Packs for the meetings are prepared by management following input on the agendas formulated by the respective Chairmen, and circulated electronically. Distribution is arranged prior to the meeting, thereby allowing the Directors adequate time to consider the variety of issues to be presented and debated. In the minutes of the meetings, issues identified for follow-up are set out, ensuring that matters raised by the Directors are actioned and reported back timeously. In addition to formal Board and Committee meetings, the Chairman holds private meetings with the independent Non-Executive Directors (“iNEDs”) during the Year, enabling free discussions without the Executive Directors present. These meetings also allow the Chairman to update the iNEDs on the various activities of the Group where necessary before a formal Board meeting, in particular when the Executive Directors are reviewing matters of strategy, the budgetary process and other corporate activities. 54 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEThe Role of the Board Petra is headed by an effective Board, with the appropriate balance of experience, skills, independence and knowledge of the Company to properly discharge its responsibilities and duties. In order to fulfil its role, the Board: » provides leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; » sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance in achieving such objectives; » develops and promotes the collective vision of the Company’s purpose, culture, values and the behaviour it wishes to promote in conducting business and ensures that its obligations to its shareholders and others are understood and met; and » carries out all duties with due regard for true sustainability and the long-term success of the Company. The role of the Chairman Mr Pouroulis: » leads the Board and is primarily responsible for the effective working of the Board; » ensures good corporate governance; » sets the Board’s agenda and ensures that all Directors are encouraged to participate fully in the activities and decision-making process of the Board; » engages with shareholders and other governance-related stakeholders, as required; » meets with the Senior Independent Director and with the iNEDs without the executive team present, in order to encourage open discussions and to assess the executive team’s performance; and The role of the Chief Executive Mr Dippenaar: » is primarily responsible for developing Petra’s strategy in consultation with the Board, for its implementation and for the operational management of the business; » leads and provides strategic direction to the Company’s management team; » runs the Company on a day-to-day basis; » is responsible, along with the executive team, for implementing the decisions of the Board and its Committees; » is the Company’s primary spokesperson, communicating with external audiences, such as investors, analysts and the media; » chairs the Nominations Committee and thereby plays an important part in assessing and advising on the appropriate composition of the Board and its skill-set. » chairs the HSSE Committee and thereby has direct involvement in the strategic management of Petra’s HSSE issues; and » assists with management of Petra’s labour relations in South Africa, having developed extensive experience in this area. The role of the Senior Independent Director Mr Lowrie: » provides a sounding board for the Chairman and serves as an intermediary for the other Directors as necessary; The role of the independent Non‑Executive Directors Dr Bartlett, Mr Hamilton, Mr Lowrie: » challenge the opinions of the Executive Directors, » is available to shareholders if they have concerns which contact through the normal channels has failed to resolve or for which such contact is inappropriate; » leads the iNEDs in undertaking the evaluation of the Chairman’s performance appraisal; » provides valuable input with regards to Petra’s investor relations strategy, in line with his extensive capital markets experience; and » is a member of Petra’s Audit, Remuneration and Nomination Committees, thereby bringing his skill-set and independent judgement to the benefit of these Committees. provide fresh insight in terms of strategic direction and bring their diverse experience and expertise to the benefit of the leadership of the Group; » assess the performance of the Chairman; » scrutinise the performance of the Executive Directors in terms of meeting agreed goals and objectives; » monitor the reporting of performance; » ensure that the financial information, controls and systems of risk management within the Group are robust and appropriate; » determine the appropriate levels of remuneration of the Executive Directors; » appoint or remove Executive Directors to or from the Board, when necessary; and » are members of Petra’s Audit, Remuneration and Nomination Committees (and Chairman of the Audit and Remuneration Committee in the case of Mr Hamilton), thereby bringing their skill-set and independent judgement to the benefit of these Committees. Petra Diamonds Limited Annual Report and Accounts 2014 55 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOCorporate Governance Statement continued How our Board operates Board calendar – FY 2014 Number of meetings attended Board meetings 5 held Audit Committee 6 held Remuneration Committee 5 held Nomination Committee 2 held HSSE Committee 3 held Annual General Meeting 1 held Adonis Pouroulis Johan Dippenaar David Abery Jim Davidson Pat Bartlett Gordon Hamilton Tony Lowrie 5 5 5 5 5 5 5 n/a n/a n/a n/a 6 6 6 n/a n/a n/a n/a 5 5 5 2 n/a n/a n/a 2 2 2 n/a 3 n/a n/a n/a n/a n/a 1 1 1 1 1 1 1 Date of meetings held Board meetings Audit Committee Remuneration Committee Nomination Committee HSSE Committee iNEDs with Chairman (without Executive team) Board, Chairman and individual Director evaluation exercise Annual General Meeting Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Site visits The ability to visit Petra’s operations in person and to interact with Senior Management is considered very important for Board members and annual site visits for the iNEDs are arranged to facilitate this. In May 2014, Dr Bartlett carried out a tour of the Finsch, Cullinan, Koffiefontein and Kimberley Underground mines in South Africa and was joined at Cullinan by Mr Hamilton. Mr Pouroulis visited the Cullinan mine in April 2014. Dr Bartlett commented: “I very much enjoy being able to discuss the mine development plans with our senior operations teams and to see the progress in action. I am glad to be able to contribute my extensive knowledge of block caving to the benefit of the team and to see Petra’s ambitious plans become reality.” Mr Hamilton commented: “Visiting the operations in person and also meeting the finance team at the corporate office in Johannesburg is an essential part of my role as Chairman of Petra’s Audit Committee, in order to ascertain culture and systems on the ground. I also find such visits helpful in terms of continually building on my knowledge of the technical aspects of diamond mining and the progress of our development plans.” 56 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEBoard strategy and performance Objectives for FY 2014 Progress and achievements in FY 2014 Objectives for FY 2015 Strategy » Continue to review and monitor » The Board continued to evaluate the the Group’s production results and delivery against the approved expansion and development plans. » Continue to evaluate growth opportunities in the diamond sector that have the potential to deliver significant shareholder value. Group’s growth and project expansion plans, in accordance with Petra’s stated objective to reach production of circa 5 million carats by FY 2019. » Continue to review and monitor the Group’s production results and delivery against the approved expansion and development plans, with continued focus on carat production and cashflow generation. » Where there were variances to production results or issues with regards to production and/or project delivery, the Board was fully briefed, discussed the applicable issues and any remedial action to be taken. » Continue to assess opportunities to further improve upon the Group’s expansion plans (from existing mines) to maximise value and cashflow opportunities from the Group’s substantial resource base. » The Board continued to evaluate growth opportunities in the diamond sector. » Continue to evaluate growth opportunities in the diamond sector that have the potential to deliver significant shareholder value. » Finalise an appropriate dividend policy and commencement date. Board and committee composition » Continue to consider Board and » Formalisation of the Board’s diversity policy. » Continue to consider optimal Board and Committee composition, taking into account diversity, independence and relevant expertise/experience. » Continue to consider succession planning. » While the Nomination Committee devoted time to the consideration of Board and Committee composition, particularly taking into account diversity, there were no new Board developments to report for the Year. » Discussion of succession planning for the Executive Directors was carried out. Committee composition, taking into account the specialist nature of Petra’s business and the diamond mining industry. » Appoint a suitably qualified iNED to the Board, in line with the Company’s diversity policy, as formalised in FY 2014 – see page 72 of the Report of the Nomination Committee. » Formalise and develop succession planning at both Board and Senior Management levels. Risk management and internal controls » Implement a Group internal audit function, as approved by the Audit Committee. » Ongoing review of the Company’s financing arrangements to ensure, as key factors change, that it is well managed and planned ahead of time. » A Board site visit to appropriate Group operations that are material to Petra’s results and future development, with a focus on engagement with Group Senior Management. Board process » Continue to provide relevant training programmes to Directors in order to ensure that all Board members stay abreast of relevant developments. » Continue the level of communication between all Board Directors, both on a formal and informal nature to ensure that all Directors are continually fully informed of the Group’s business and in a position to contribute both during and outside of formal Board meetings. » Following the development of a role specification in FY 2014, a Group Risk and Internal Audit Manager, with industry specific experience, was recruited post Year end. » Assess the findings of the FY 2015 work scope, as agreed between the Audit Committee and the newly appointed Group Risk and Internal Audit Manager. » The Board carefully considered the Company’s operational and free cashflows, both actual and forecast, as well as the spend associated with the Group’s expansion projects, when evaluating the most appropriate financing arrangements for the Group. » Two of the iNEDs and the Chairman visited the South African operations in FY 2014. » The Directors attended training programmes throughout the Year with sessions on, amongst other topics, the evolving regulatory environment and the technical aspects of block caving. » Alongside regular formal Board and Committee meetings, the Directors met on a frequent basis. » The independent Board evaluation flagged positive process dynamics in terms of Board cohesion, communication and culture. Refer to page 59 for further information on the evaluation process. » Continue to debate the key risks that are relevant to the Petra group, ensuring the possible effect of such risks and plans for the mitigation thereof is fully understood and continually actioned by the Board and Senior Management. » Arrange at least one annual visit for the full Board to the Group’s operations, providing the Chairman and iNEDs with the opportunity to experience production and project development directly, as well as to interact with key management and discuss important issues. » Continue to assess training needs and to provide relevant training opportunities to Directors in order to ensure that all Board members stay abreast of relevant developments. » Continue the level of communication between all Board Directors, both on a formal and informal nature, to ensure that all Directors are continually fully informed of the Group’s business and in a position to contribute both during and outside of formal Board meetings. Petra Diamonds Limited Annual Report and Accounts 2014 57 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOCorporate Governance Statement continued Why our Board is effective Director commitment The Board believes that each of the Directors is able to allocate sufficient time to the Company to fulfil their obligations, as confirmed by the individual external Director performance evaluations carried out in May 2014. The Directors’ biographies and duties can be found on pages 44 and 45 and during the Year there have been no changes to their respective duties. Executive Directors may, subject to Board consent, accept external appointments to act as non-executive directors of other companies. However, the Board would reserve the right to review such appointment to ensure that no conflict of interest would arise and that the time spent on fulfilling such obligations would not affect the respective Director’s contribution to Petra. Any fees for such appointments would normally be retained by the Director concerned. Currently, none of the Executive Directors have any external appointments that affect their contribution to Petra. The Chairman and iNEDs would also be required to inform the Board of any proposed new directorships and a similar review process would be undertaken to ensure they can adequately fulfil their obligations as Directors of the Company. During the Year, there were no significant changes to the Chairman’s external commitments and he is considered to have sufficient time to fulfil his duties. Assessment of Director independence The Company’s Non-Executive Chairman, Adonis Pouroulis, is not considered independent according to corporate governance guidelines due to his having served as Chairman since the incorporation of the Company in 1997, having acted as Chief Executive until 2005, having being granted options under the 1997 and 2005 Executive Share Option Schemes and being eligible to receive benefits of membership from the Group’s life insurance scheme. The Company’s iNEDs are of the opinion that, whilst not considered to be independent for the reasons stated, Mr Pouroulis demonstrated integrity in judgement, character and action. Furthermore, his contribution, leadership and accumulated experience and track record of building natural resource companies justified their recommendation that shareholders support his re-election to the Board at the Company’s forthcoming Annual General Meeting. In accordance with the Code, the Board considers Mr Hamilton, Mr Lowrie and Dr Bartlett to be independent. All three iNEDs are independent of any relationship listed in the provisions of the Code in FY 2014. None of the iNEDs received any fees from the Company in FY 2014 other than their contractual iNED fees, as set out on pages 85 and 86 of the Directors’ Remuneration Report. Case study – Director training sessions The full Board undertook a training session in May 2014 to address key areas which were identified as central to their ongoing development. This included an update from the Company’s auditors, BDO LLP, on corporate governance and reporting developments, an update from Deloitte Remuneration Services on developments in remuneration reporting and the regulatory environment, a session on sustainability and emissions reporting and a technical seminar on block caving. Key areas of the new UK Corporate Governance Code that were discussed comprised: the enhanced need for explanation in the ‘comply or explain’ principle; the enhanced role of the Audit Committee report; the requirement for reporting to be ‘fair, balanced and understandable’ and the Board’s approach to this in relation to Petra’s annual report and accounts; diversity in the boardroom; and new style audit reports. The Board was briefed on mandatory emissions reporting and discussed the consequences, opportunities and challenges involved for Petra. Commenting on the technical seminar, led by Dr Bartlett, Mr Hamilton noted: “Block caving is at the heart of Petra’s ability to maximise value from its major assets and therefore it is paramount that we, as a Board, remain fully abreast of the topic and continue to be briefed by the technical members of our team on such matters.” In relation to the corporate governance session, Mr Pouroulis, said: “As Chairman of the Board, it is vital that I and my other Board members are well informed on all corporate governance developments and therefore sessions such as these with our auditors are invaluable to our ability to ensure that Petra maintains the highest possible standards in this regard.” Chairman of the HSSE Committee, Mr Dippenaar, noted: “Petra places significant emphasis on energy efficiency and recognises the ever-growing importance of curbing carbon emissions. Part of our commitment to this area includes progression of our carbon emission reporting to ensure that it keeps up with regulations and best practice. Such reporting provides transparency and focuses Petra on driving energy efficiency as part of cost control.” 58 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEWhy our Board is effective continued Conflicts of interest Whilst conflicts should be avoided, the Board acknowledges that instances arise where this is not always possible. In such circumstances, Directors are required to notify the Chairman before the conflict arises and the details are recorded in the minutes. If a Director notifies the Board of such an interest, they may be, if requested by the Chairman, excluded from any related discussion and will always be excluded from any formal decision. Director information, training and development needs Detailed knowledge of the specialist world of diamonds, the global mining industry, international capital markets, UK and LSE legislation, sub-Saharan Africa (particularly South Africa) and Petra’s unique business and operations is crucial to the Board’s ability to effectively lead the Company. On appointment to the Board, new Directors are provided with a full induction to the Company to ensure that they are brought up to speed as quickly as practicable. Such an induction would typically involve meetings with the Board and various members of Senior Management, a full information pack of appropriate corporate documents, including the Company’s Annual and Sustainability reports, Main Market prospectus, the Bye-Laws and Committee Terms of Reference and other key Group policies, enabling them to familiarise themselves with the Group and its current activities. A site visit to one or more of the Group’s key operations would also be arranged as soon as possible, with such a visit including presentations on the current operations, expansion plans and key ESG considerations. Existing Board members are provided with ongoing training and other professional development opportunities in order to ensure that each Director’s knowledge and skill-set remains up to date and relevant. Training is arranged as appropriate to suit each Director’s individual needs and covers topics such as industry developments, governance, technical subjects related to diamond mining and ESG matters. The Chairman reviews and agrees with each Director their training and development needs. The Company’s Corporate Communications team acts as a conduit of regular information to the Board and Senior Management, providing daily briefings by email on relevant topics, such as key diamond industry trends, peer group developments, regulatory updates, socio-economic information about Petra’s countries of operation, and internal company news. The Board has access to the advice and services of the Company Secretary as required. Evaluation of the Board’s performance In FY 2014, the Board undertook its first external independent evaluation process, which was facilitated by Armstrong Bonham Carter LLP, a consultancy which has had no other relationship or engagement with the Company. The evaluation exercise was undertaken in May 2014 with the facilitator conducting interviews with all the Directors following an agreed agenda approved by the Chairman and the Senior Independent Director. This covered a review of the performance of the Board, the three Board Committees and of each Director. The facilitator then collated and analysed the results from the evaluation exercise and prepared a report on each Director summarising the key findings on the individual’s performance, as well as a report for the Board, summarising its effectiveness as a whole and one for each Committee. The Board report and those of the Committees were then presented by Armstrong Bonham Carter LLP to the full Board and each Director was provided with a copy of their individual report in a discussion with the Chairman or the Senior Independent Director, as appropriate. The overall result of the evaluation exercise was that the Board was considered to be very effective with few issues identified. Recommendations were made on how the Board could clarify the development of strategy, formalise the Group’s risk appetite and further reinforce employee culture, aligned with the Group’s expected continued successful progression. Senior iNED, Tony Lowrie, commented: “Along with my fellow Directors, we all found Petra’s first independent Board evaluation process to be extremely useful. We were all encouraged to hear Armstrong Bonham Carter’s positive feedback and will give attention to the areas identified for future focus.” Shareholder communication IR calendar for FY 2014 July August September October November FY 2013 trading update – investor/analyst conference call FY 2014 analyst guidance – investor/analyst conference call FY 2013 prelim results – analyst presentation/webcast Investor roadshow in UK Annual Report published AGM Q1 FY 2014 Interim Management Statement – investor/analyst conference call Investor roadshow in Canada/US December — January February March April May June H1 FY 2014 trading update - investor/ analyst conference call Investor/analyst site visits to Finsch and Cullinan H1 FY 2014 interim results - analyst presentation/webcast; investor roadshow in UK; participation in industry investor conferences in South Africa and the US Participation in industry investor conference in Canada Q3 FY 2014 Interim Management Statement – investor/analyst conference call Participation in industry investor conference in the UK Participation in industry investor conference in the UK and the US Participation in industry investor conferences in Botswana Petra Diamonds Limited Annual Report and Accounts 2014 59 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOFY 2014 shareholder engagement In FY 2014, the Company’s IR team held regular meetings with current and potential shareholders. Recurrent topics and issues raised by shareholders during the Year centred on: » Petra’s consistent strategy, team and performance has established the Company as a pre-eminent diamond investment opportunity; » key risks to execution of Petra’s expansion programmes; » future growth opportunities/M&A; » returns to shareholders: dividends/share buybacks; » the diamond market and its prospects; » the weakness of the Rand and its impact on Petra’s cost base; » labour relations and the political climate in South Africa; » trading liquidity; and » synthetic ‘lab-grown’ diamonds and how these affect the market for natural diamonds. In addition to meeting with portfolio managers from the various institutions that own holdings in the Company, Petra held several meetings with ESG contacts within said institutions. Petra anticipates that such ESG shareholder engagement will increase going forward and welcomes the opportunity to set out to shareholders how its operations are responsibly structured. The Company hosted four site visits for investors/analysts to its two flagship operations, Finsch and Cullinan, and ensured that an appropriate mix of Executive Directors and Senior Management were available to host the groups and answer any queries they had throughout the day. Annual General Meeting (“AGM”) Shareholders are encouraged to participate at all shareholder meetings and especially the AGM, ensuring that there is a high level of accountability and identification with the Group’s strategy and goals. The full Board was present at the AGM in November 2013. The Board Committee Chairmen were available to answer any questions which shareholders may have raised with reference to their activity. A summary of the proxy voting for the AGM was made available via the London Stock Exchange and on the corporate website as soon as reasonably practicable on the same day as the meeting. The Corporate Communications team would be happy to hear your views and opinions – contact details can be found on page 152. Corporate Governance Statement continued Shareholder communication continued Strategy Investor relations (“IR”) is an essential aspect of the Company’s corporate communications strategy. The aim of Petra’s IR programme is to ensure that the Company’s business model, strategy and future prospects are clearly understood by the investment community both in the UK and internationally. The Company achieves this by operating with a high level of transparency with regards to its historical, current and future operations, by providing consistent information and messages across a number of communication channels and by using clear language that aims to demystify the Petra investment story and ensure that it is easy to understand for a wide range of audiences. Petra continues to support an open and transparent dialogue with shareholders, which ensures that shareholders’ needs and objectives and their views on the Company’s performance are understood, as well as demonstrating the high emphasis placed on engagement and shareholder value by the Board. Petra aims for its website, www.petradiamonds.com, to provide comprehensive and transparent information on the Company to all stakeholders, including investors looking to potentially make an investment decision. As such, the website is regularly reviewed and kept up to date with new information. It also makes available the Company’s Annual and Sustainability Reports to all stakeholders. IR activity Petra has a dedicated in-house Corporate Communications team based in London to ensure that any investor query or concern is responded to and dealt with efficiently and in a timely manner. Petra’s Corporate Communications team regularly provides feedback to management, as well as to the Board, on shareholder and analyst communication, and ensures that analyst research notes are circulated as received. A monthly IR report covering Petra trading in relation to its peers, an overview of IR activity and investor feedback, analyst forecasts and share register movements is distributed monthly to the Board and a quarterly IR presentation is included for review at Board meetings. As part of Petra’s proactive investor relations approach, the Chief Executive, Finance Director and the Corporate Communications Manager commit time to hold regular formal and informal meetings in person with the Company’s shareholders, in addition to twice yearly roadshows which coincide with the publication of Petra’s interim and preliminary financial statements. The Company also hosts results webcasts at least twice a year which are broadcast live on the Company’s website to ensure that all shareholders can participate in the presentation, regardless of their location, and these are stored thereafter at www.petradiamonds.com/ investors/financial-reports-and-results. In addition, the Chairman is available to meet with shareholders as required and the NEDs, both as part of the induction process and subsequently, are also provided with opportunities to meet with shareholders throughout the Year. Petra’s Senior iNEDs are available to shareholders to hear concerns that contact with the Chairman, Chief Executive or Finance Director failed to resolve, or for which such contact was inappropriate. Petra hosts one formal investor/analyst site visit per year, with additional ad hoc visits arranged as required. Such visits are considered an essential part of the Company’s IR programme as seeing one of the operations in person is the best way for an investor/analyst to understand the scope and scale of Petra’s assets, as well as the depth of operational management on site and the passion of Petra’s people. 60 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEPetra Diamonds petradiamonds.com @Petra_Diamonds @PetraDiamondsIR Reporting Petra’s objective with regards to external reporting (via its Annual Report and Accounts and its accompanying Sustainability Report) is to provide a high level of transparency, in order to set out a clear picture of the Group’s past performance and its potential future prospects. To this end Petra has aimed to provide a high level of disclosure, particularly across the area of sustainability, having produced detailed stand-alone sustainability reports for the last six years. Petra continues to develop its reporting every year and has made meaningful headway in FY 2014, in light of the significant changes with regards to UK company reporting which have come into effect recently. As with the other areas of the business, Petra’s approach to reporting is one of progression, as it continually looks to improve on past performance. Launch of social media The Corporate Communications team continually evaluates new methods by which to engage its shareholder base and aims towards best practice investor communications for a FTSE 250 company. Recognising the growing importance of social media both in terms of news dissemination and in terms of providing an alternative communications channel to stakeholders, Petra made its debut on both Twitter and LinkedIn in FY 2014. Petra has two Twitter channels: 1) a dedicated IR channel from which we only tweet regulatory news announcements and 2) a corporate channel that can provide a much wider range of information and insight into the Company, from general diamond market news to information on corporate social responsibility to photos of Company events and other non-regulatory news. The aim is to provide shareholders and other stakeholders with a window into the world of Petra Diamonds and to the diamond industry more generally. Petra Diamonds Limited Annual Report and Accounts 2014 61 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOReport of the Audit Committee Members of the Audit Committee X Independent Non-Executive Directors Gordon Hamilton (Chairman, pictured) Pat Bartlett Tony Lowrie Dear Shareholder, The Group’s Audit Committee (“the Committee”) is tasked with the important job of ensuring that the Group has the appropriate risk management and internal control systems in place and that its financial, governance and audit functions remain appropriate and effective. » Relationship with the external auditors The Code requires that the Committee provide information on its relationship with the external auditors, including an assessment of how the Committee engages with the external auditors and assess their independence and effectiveness. Read more on page 67. » Tender of external audit contract The continued independence of the external auditors is noted as being an important governance focus point and the Code now sets out requirements for the external audit contract to be tendered at least every ten years. The Committee has discussed this matter and recognises the overall aim of ensuring continued independence in the external audit function. I look forward to continue working with my fellow Committee members and the Company’s newly appointed Group Risk and Internal Audit Manager in FY 2015. Gordon Hamilton Audit Committee Chairman 17 October 2014 The Committee also assists the Board in overseeing the Company’s financial reporting and audit process. Our responsibility to shareholders includes ensuring that, together with the Board, the Annual Report and Accounts presents a fair, balanced and understandable view of the business, thereby providing relevant information with which to evaluate Petra’s past performance and future prospects. The Committee places significant emphasis on remaining abreast of all relevant developments in financial reporting and related company law and I therefore note below the following key regulatory developments applicable for FY 2014: » A fair, balanced and understandable Annual Report and Accounts The Financial Reporting Council (“FRC”), through the revised UK Corporate Governance Code (September 2012) (“the Code”), has introduced new requirements for directors of London Stock Exchange listed companies to state that the Annual Report and Accounts are considered to be ‘fair, balanced and understandable’. Petra has always sought to achieve this in past reports as a matter of good practice but additional onus this Year has been placed on the Committee, on behalf of the Board, to consider the tone, content and clarity of language that is used to give readers an informed view of the Company. Read more in ‘Activities in FY 2014’ on page 64. » Consideration of significant issues in relation to the preparation of the Financial Statements The Code now requires that the Committee provide details of any significant issues and judgements considered in preparing the Financial Statements. We welcome this step, which is responding to a market-wide trend in which investors are seeking transparent, concise and insightful disclosure regarding what an audit committee considers to be the key financial reporting risks facing the business and how it acts to protect shareholder value. 62 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEFY 2014 was a very productive Year for Petra’s Audit Committee, with six formal meetings held, supported by many other informal activities, such as meetings with management and the finance team, meetings with the external auditors and a visit to our South African operations. Gordon Hamilton Audit Committee Chairman Committee experience and skill‑set The members of the Audit Committee are considered to possess the appropriate skills and experience to monitor and ensure the integrity of the Group’s financial, governance, internal audit, internal control and risk management systems and to support Petra’s governance. Mr Hamilton, the Chairman of the Committee, fulfils the requirements of the Code with regards to recent and relevant financial experience, having spent more than 30 years as a partner at Deloitte LLP primarily responsible for multinational and FTSE 350 listed company audits, in mining and for other South African companies. He is currently chairman of the audit committees for several other companies. Mr Lowrie brings many years of business experience across international banking and financial sectors and Dr Bartlett, as an experienced diamond geologist, possesses a wealth of sector-specific experience relevant to the nature of Petra’s business. The Committee receives appropriate ongoing training and development. In addition to receiving updates from the Group’s auditors on relevant financial reporting developments, the Code and regulatory developments as part of the audit planning process, in FY 2014 the Committee members also participated in dedicated training sessions, which included presentations on: » block cave mining techniques; » responsibilities of the Committee arising from the Code; and » trends, regulatory developments and market sentiment regarding corporate and sustainability reporting. In addition, the Committee may, if considered necessary, take independent advice at the expense of the Company. Other than BDO LLP as the external auditors, and the external independent review of the Committee carried out by Armstrong Bonham Carter in May 2014, no other external consultants assisted the Committee during FY 2014. Committee meetings In FY 2014, the Committee invited the Group Chairman and Executive Directors to attend the meetings as appropriate. In addition, the Chairman of the Committee met separately with the BDO LLP audit partner on several occasions to discuss significant audit and accounting matters, together with relevant financial reporting and governance developments. The full Committee also met with the audit partner without the Executive Directors present during the Year. The Committee recognises the importance of allocating significant time to fulfil its duties effectively. In advance of each Committee meeting, a formal agenda and information pack is circulated allowing each member time to thoroughly review the information and prepare for the Committee meetings. During the formal meetings, the members then engage in robust and open debate and assessment of relevant matters. Mr Hamilton, as Chairman of the Committee, allocates a significant amount of time to this role. In addition to chairing formal meetings of the Committee and attending sessions with the external auditors, Mr Hamilton travelled regularly to Johannesburg in FY 2014 where he was able to meet with Mr Abery and his corporate and financial teams to discuss the activities of the Group on a timely basis. These visits, combined with Mr Hamilton and Dr Bartlett’s visit to the certain of the Group’s operations, assisted the Committee in maintaining a sound understanding of the Company’s activities, risks and control environment. Petra Diamonds Limited Annual Report and Accounts 2014 63 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOReport of the Audit Committee continued Committee role and activities The principal functions of the Audit Committee are listed below, along with the corresponding activity and performance in FY 2014. Role Activities in FY 2014 Outcomes To monitor the integrity of the interim and preliminary results announcements, as well as the Annual Report and Accounts published by the Company, reviewing significant financial reporting judgements contained therein. The Committee formally considered the Group’s interim results and the Annual Report and Accounts and considers that they present a fair, balanced and understandable assessment of the Group’s position and prospects. The Committee, on behalf of the Board, has established a process of review that enables it to make this assessment. These processes included a detailed review of the Annual Report and Accounts by each member of the Committee. The Committee then met with the Executive Directors to discuss their questions and comments. In particular, the Committee assessed the balance of information reported against their understanding of the Group, as well as the tone and language used in the reporting. In accordance with the Code, the Directors consider that the Annual Report and Accounts taken as a whole are fair, balanced and understandable and provides information necessary for shareholders to assess the Company’s performance, business model and strategy. To review and challenge, where necessary, accounting policies and practices, decisions requiring a major element of judgement, the clarity of disclosures, compliance with accounting standards, and compliance with regulatory and legal requirements. To ensure that Petra’s risk management systems, internal financial controls and other internal controls are effective. Outside of formal Committee meetings, accounting matters were also discussed by the Chairman of the Committee and the Finance Director and his team. Key auditing, financial reporting and governance matters, typically focused on areas of significant judgement, estimation or accounting policy selection, were discussed with the audit partner ahead of Committee meetings and then during the Committee meetings. As part of its work to approve the Group’s Financial Statements, the Committee also reviewed the key financial reporting judgements and accounting policies therein. These judgements were assessed through discussions with the Group’s auditors and presentations by management in which the Committee challenged the basis for such judgements and estimates. Details of the significant matters considered by the Committee in respect of the FY 2014 Annual Report are set out on pages 65 and 66. The Committee actively reviewed the Group’s disclosures in respect of accounting policies such as depreciation, with the focus on providing transparent disclosure. The Committee assesses the Company’s risk management systems and internal controls on an ongoing basis. As part of this, the Committee invites the Group Chairman and Executive Directors to attend the meetings as appropriate. During these meetings, the Committee was provided with updates on the Group’s activities and the members considered the risk and control implications on an ongoing basis. Additionally, the Board as a whole received presentations and reports by management on operational and financial performance each quarter that allowed for assessment of risk and internal controls. The Committee meetings during FY 2014 included presentations by BDO LLP regarding the results of the FY 2013 audit, the interim review for H1 FY 2014 and the FY 2014 Audit Committee Planning Report, with a presentation by BDO LLP of the results of the FY 2014 audit subsequent to Year end. These presentations included the auditors’ observations and recommendations in respect of internal controls that the Committee incorporated into its overall assessment of the effectiveness of risk management and controls. To consider the need for the Company to create an internal audit function and, if deemed appropriate, recommend the creation of such function to the Board, ensuring it is adequately resourced and effective. As the Group has expanded and its operations have become more complex in recent years, the Committee has continued to assess the need for an internal audit function. During FY 2014, the formation of an internal audit department was approved by the Committee and recommended to the Board, in order to further drive the Group’s internal control procedures and risk management systems. A specification was drawn up for the recruitment of a Group Risk and Internal Audit Manager and a rigorous candidate search and selection process was undertaken, which included the Committee Chairman meeting with the Group Risk and Internal Audit Manager prior to his appointment. The Committee considers that the accounting policies used are appropriate to the Group in all regards, including the specialised nature of its business. The Committee considers that Petra’s internal controls continue to be robust and defensible. As detailed below, the Group has appointed a Group Risk and Internal Audit Manager since the Year end. A focus for FY 2015 for the Committee will be ensuring that the internal audit function develops a robust and systematic internal audit strategy to further support and enhance the Group’s risk management and internal control systems. A Group Risk and Internal Audit Manager was recruited post Year end. During FY 2015, the Committee will focus on agreeing the terms of reference and internal audit strategy with this newly formed function, which will report directly to the Committee. 64 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCERole Activities in FY 2014 Outcomes To consider the appointment, re-appointment or removal of the external auditors and to recommend the remuneration and terms of engagement of the external auditors to assess the external auditors’ independence and objectivity. To review the engagement of the external auditors to ensure the provision of non-audit services by the external audit firm does not impair its independence or objectivity. To give due consideration to relevant laws and regulations, the provisions of the Code and the requirements of the UK Listing Rules. To review the adequacy of the Company’s whistleblowing system, its fraud detection procedures and the systems and controls in place for bribery prevention. The Committee proposed the re-appointment of BDO LLP to act as auditors for FY 2014, having considered the independence, objectivity, tenure and effectiveness of BDO LLP and the audit process. In advance of the FY 2014 audit, the Committee reviewed and approved the external auditors’ audit planning presentation and assessed the appropriateness of the audit strategy, scoping, materiality and audit risks. The Committee approved the audit fees as part of the audit planning process. The Committee also approved certain non-audit fees during the Year, having considered the safeguards implemented by BDO LLP to protect audit independence. Details of the Committee’s assessment of the auditors’ independence and its assessment of their effectiveness are provided on page 67. The Committee received adequate timely information, briefings and training on all relevant regulatory updates and developments, as detailed on pages 58 and 59. The Committee as a whole and, on occasion, the Chairman of the Committee met separately with the BDO LLP audit partner to discuss significant audit, accounting and governance developments during the Year. The Committee has taken appropriate steps to assess the independence of its auditors, recognising the importance of audit independence to the audit process. The Committee has reviewed and gained a thorough understanding of the external auditors’ strategy and has satisfied itself that it was robust and that the auditors remain independent. The Committee is satisfied that Petra continues to act in accordance with the Code and all relevant laws, regulations and the UK Listing Rules. The Committee has previously introduced the Group’s Anti-Bribery Policy in accordance with the UK Anti-Bribery Act and the Group’s Code of Ethical Conduct, both of which are available on the Company’s website at www.petradiamonds.com/about-us/corporate-governance/business-ethics. During FY 2014, there were no incidents of malpractice and no calls were made to the whistleblowing hotline. In line with best practice, the Company also has a dedicated and independent whistleblowing hotline in place to allow employees to confidentially raise any concerns they may have about business malpractice. The Committee will instigate a training process on the Company’s Anti-Bribery Policy and its Code of Ethical Conduct in FY 2015. Committee Terms of Reference The Committee Terms of Reference remain in line with best practice and can be accessed on the Company’s website at: www.petradiamonds.com/about-us/corporate-governance/board-committees. Significant issues considered by the Audit Committee in FY 2014 The following are considered by the Committee to be the significant issues considered by the Committee in respect of the Group’s Financial Statements, based upon its interaction with both management and the external auditors during the Year. Significant matters considered Our response to these matters Carrying value of the Helam and Kimberley Underground mines The carrying value of the Helam and Kimberley Underground mining assets remained a key focus area for the Committee in FY 2014, given the historically limited headroom in the LOM models and the sensitivity in FY 2013 to diamond prices, foreign exchange rates and production growth assumptions. Whilst the improved diamond prices and favourable exchange rates during the Year increased headroom at Kimberley Underground, significant judgements remain in forming diamond price, exchange rate and production rate growth assumptions, as well as judgements regarding future access to ore resources. Details of the impairment test assumptions and headroom are set out in note 7. The Helam mine was subject to a strategic business review in Q4 FY 2014 and, as a result, the assets were impaired by US$13.9 million. Refer to note 7 for details. The impairment involved application of judgement regarding the future prospects of the mine following the strategic business review. The Committee members reviewed the significant assumptions in the Kimberley Underground LOM plan that supported the impairment test performed by Management. We sought to assure ourselves regarding the diamond price forecasts compared to historic pricing levels and market forecasts, the foreign exchange rates against current and forward rates and the basis for production forecasts and inclusion of additional resources in the mine plan. In addition, noting the historic volatility in diamond prices and foreign exchange rates, we considered management’s sensitivity analysis performed on the models. Having considered these factors and challenged Management regarding the assumptions, we satisfied ourselves that no provision for impairment is necessary and that the disclosure in note 7 was appropriate. Management provided a presentation of the strategic business review at Helam. This review indicated that, at current and forecast diamond prices, the LOM plan does not support the carrying value of the mine’s assets under Petra’s ownership. As such, we considered the impairment of the assets to be appropriate as detailed in note 7. Petra Diamonds Limited Annual Report and Accounts 2014 65 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOReport of the Audit Committee continued Significant issues considered by the Audit Committee in FY 2014 continued Significant matters considered Our response to these matters Depreciation policy and its associated judgements and estimates As detailed in note 14, the Group allocates assets to specific orebody zones and depreciates on a unit of production basis. There is significant judgement required in determining the allocation of assets to specific zones and determining the ore reserves and resources to which they relate. In particular, judgement is required when including resources for deep level kimberlite pipe mines, such as Finsch and Cullinan, in determining appropriate depreciation rates for infrastructure and other assets with life beyond the current reserve profile or which are utilised over multiple orebody areas. The Group’s Finance Director provided the Committee with analysis of Petra’s depreciation policy and its application in FY 2014. The Committee focused on the basis for including resources over and above those in the current LOM plan, noting that these ore tonnes are included in the Reserves and Resources Statement. Similarly, we critically assessed the extent to which the existing assets, such as shared infrastructure (processing plant, shaft, etc.), provided economic benefit over these resources. Having challenged management’s judgements, the Committee is satisfied that the Group’s policy is appropriate and that the judgements and estimates taken by management are appropriate given the nature of the mine orebodies and infrastructure. Capital expenditure, progress on development plans, related controls and areas of estimation The Group continues to incur substantial capital expenditure as part of its development programmes at Finsch, Cullinan and Koffiefontein. The controls regarding capital expenditure, progress achieved and the associated accounting judgements represent a key focus for the Committee, both in terms of risk management and financial reporting. Financial reporting judgement is required in the classification of assets under construction, the allocation of costs between operational and capital projects, and capitalisation of specific borrowing costs. Related party transactions The Group has a number of related party transactions and the Committee is cognisant of the need to ensure potential related party transactions are identified timeously and the related party transactions are reported in a complete and accurate manner. On a quarterly basis, the Committee members received capital project reports which provided detailed analysis of the status of each capital project, costs incurred against budget and estimated total project cost. The Committee members took the opportunity to challenge Management regarding cost variances and project variations to assure themselves as to the quality of capital project management. Similarly, the Committee members also approve the annual budgets and material revisions to such budgets, challenging management as to the basis for judgements and decisions. Management undertook a detailed review of the Group’s assets under construction in the Year to ensure that projects are transferred to commercial production on a timely basis and depreciated accordingly. The Committee was provided with details of this process and assessed judgements taken. Similarly, management provided details of judgements taken regarding cost allocation and capitalisation which the Committee challenged and considered to be appropriate. The Committee sought to assure itself as to the complete and accurate disclosure of related party transactions by making specific inquiry of each Board member regarding disclosable interests, assessment of IFRS and Listing Rule disclosure requirements and the Group’s controls over related parties. The Committee then reviewed the Group’s disclosure of related party transactions in note 28. Having considered the disclosures and made suitable inquiries of management, we consider the disclosures to be appropriate. Each of these areas also represented significant audit risk areas for BDO LLP and, accordingly, we were provided with detailed written and oral presentations by the engagement team on each of these matters. On the basis of its work, BDO LLP reported to the Committee no inconsistencies or misstatements that were material in the context of the Financial Statements as a whole. 66 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEExternal auditors BDO LLP have been the Group’s external auditors for nine years since the year ended 30 June 2006 (following a formal tender). The Company recognises the importance of audit independence and, in consideration of the Code and the associated FRC transition guidelines, will put the audit out to tender when the next partner rotation is due in FY 2018. Auditors’ remuneration US$ million FY 2014 FY 2013 Audit services Audit-related services Non-audit services Total 0.8 0.1 0.5 1.4 0.7 — — 0.7 1. Audit fees for the Year ended 30 June 2014 stated above refer to fees for the FY 2013 audit; audit fees for the year ended 30 June 2013 refer to fees for the FY 2012 audit. 2. Non-audit services refer to corporate finance services and ESG training. During the Year, the Committee fully considered the effectiveness, objectivity, skills, capacity and independence of BDO LLP as part of its re-appointment, considering all current ethical guidelines, and was satisfied that all these criteria were met. The auditors’ fees were approved as part of this process. The effectiveness of the external auditors was reviewed based on the extent to which the audit strategy was deemed to be appropriate for the Group’s activities and addressed the risks the business faces. The Committee also made enquiries of Management to obtain their feedback on the audit process and considered this feedback in its assessment. The Committee places considerable importance on the following attributes: mining sector experience (given the specialised nature of the industry), service levels, value for money and audit quality. Each of these areas was considered to be appropriately met by the Group’s auditors. Non‑audit services The Committee requires that any non-audit services to be performed by BDO LLP are formally approved by the Committee. Audit-related services do not require pre-approval and encompass actions necessary to perform an audit, including areas such as internal control testing procedures; providing comfort letters to Management and/or underwriters; and performing regulatory audits. The provision of any non-audit service requires Committee pre-approval and is subject to careful consideration, focused on the extent to which provision of such non-audit service may impact the independence or perceived independence of the auditors. The auditors are required to provide details of their assessment of the independence considerations, as well as measures available to guard against independence threats and to safeguard the audit independence. During the Year, BDO LLP provided corporate finance advice and training related to environmental, social and governance (“ESG”) matters. In approving these non-audit services, the Audit Committee considered the auditors’ independence to be appropriately safeguarded, given a variety of factors. Whilst it is noted that the corporate finance fees represented approximately 62% of the audit fees, the corporate finance advice was non-recurring in nature and it was delivered by a separate engagement team to safeguard audit independence. The ESG training was delivered by a separate engagement team and the fees were insignificant relative to the audit fee. In each instance, the non-audit services and fees were pre-approved by the Committee. Internal controls (including the system of internal financial controls) and risk management The Board is responsible for the Group’s system of internal control (including the system of internal financial control) and for reviewing its effectiveness. Such a system can only provide reasonable and not absolute assurance against material misstatement or loss, as it is designed to manage rather than eliminate those risks that may affect the Company in achieving its business objectives. The Code requires that the effectiveness of the system of internal control be reviewed by the Directors, at least annually, including financial, operational and risk management. In FY 2015, the Committee will work with the newly appointed Group Risk and Internal Audit Manager to agree the detailed scope and FY 2015 work programmes for internal audit, the recruitment of an appropriately resourced and experienced internal audit team, as well as a review of the Group Risk Registers to ensure the approach to risk and internal audit management addresses the appropriate areas. Systems of internal control and internal financial control The Committee regularly reviews the adequacy and effectiveness of the Group’s internal control and internal financial control procedures and risk management systems through regular reports from the Group’s finance, operations and corporate teams, and through consideration of the external auditors’ Audit Committee reports and face to face discussion between the audit partner and the Audit Committee Chairman and Committee members. In FY 2014, no material weaknesses in internal control and internal financial control systems were identified. Whilst being satisfied that controls and risk management remain appropriate for the Group’s activities, the Committee continues to undertake a thorough review and to challenge internal controls, risk management procedures, internal audit resourcing and strategy to ensure that its practices develop and remain appropriate. When internal control reviews identified necessary or beneficial improvements, appropriate steps have been taken to ensure the control environment is effective. Consideration of going concern Following a review of the Group’s financial position and forecasts, the Directors have concluded, having taken into account key assumptions including (but not limited to) production levels, diamond price and exchange rate sensitivities, flexibility around capital expansion expenditure and debt facility headroom, that sufficient financial resources will be available to meet the Group’s current and foreseeable cashflow requirements for a period of at least 12 months from the date of this report. On this basis, they consider it appropriate to prepare the Financial Statements on a going concern basis. Petra Diamonds Limited Annual Report and Accounts 2014 67 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFORisk Management Identifying and mitigating risk Risk management is the overall responsibility of the Board at Petra, but the Board Committees also play important roles in terms of the identification, management and ongoing mitigation of risks within their realm of responsibility. The Board and its Committees have identified the following as being the principal external, operational, strategic and HSSE risks (in no order of priority). Risk Risk change Description and impact Mitigation FY 2014 risk management and developments Strategic objectives KPIs Responsibility Read more External risks Rough diamond prices Long term Currency Long term Country and political Long term Operational risks Safety Long term Mining and production Long term ROM grade volatility Short term 68 Petra Diamonds Limited Annual Report and Accounts 2014 Whilst the medium to long-term fundamentals of the diamond market remain intact, with demand forecast to significantly outpace supply, some volatility in rough diamond pricing is always possible. The Group’s management closely monitors developments in the international diamond market (across the pipeline from the rough market to the retail consumer market) to be in a position to react in a timely manner to changes in rough diamond prices and demand. With Petra’s operations mainly in South Africa, but diamond sales based in US Dollars, the volatility and movement in the Rand is a significant factor to the Group. Also, the Group undertakes transactions in a number of different currencies. Fluctuations in these currencies may have a significant impact on the Group’s performance. The Group continually monitors the movement of the Rand against the Dollar and takes expert advice from its bankers in this regard. It is the Group’s policy to hedge a portion of future diamond sales when weakness in the Rand indicates it appropriate. Such contracts are generally short term in nature. Petra’s operations are predominantly based in South Africa, with lesser exposure to Tanzania and Botswana. Emerging market economies are generally subject to greater risks, including legal, regulatory, economic and political risks, and are potentially subject to rapid change. The Petra team is highly experienced at operating in Africa. Petra routinely monitors political and regulatory developments in its countries of operation at both regional and local level. The Company keeps abreast of all key legal and regulatory developments. Ensuring the safety of all Petra people is the Group’s number one priority. Poor safety performance can also lead to temporary mine closures, thereby impacting production results. The mining of diamonds from underground kimberlite deposits involves an intrinsic degree of risk from various factors, including geological, geotechnical and seismic factors, industrial and mechanical accidents, unscheduled plant shutdowns, technical failures, ground or water conditions and inclement or hazardous weather conditions. At the Group’s underground pipe mines (Finsch, Cullinan, Koffiefontein, Kimberley Underground), Petra is currently operating in ‘mature’ caves, meaning that the block of ore being mined has nearly been exhausted and that the area is nearing the end of its life. Once the majority of the kimberlite ore has been removed, waste rock is able to ingress into the production areas and dilutes the overall diamond grade. Underground cave mining (both block caving and sub level caving) is inherently a safe and highly mechanised mining process. However, as with all heavy industries, accidents can occur so embedding a culture of strict procedures and safety awareness is key. HSSE targets are explicitly included as part of Petra’s annual bonus framework. All of Petra’s existing kimberlite operations have long histories of production and therefore the geology and economics of each mine are well understood. Petra’s work to expand the lives of its assets is classed as ‘brownfields’ expansions, meaning that the knowledge of the deposits allows management to eliminate much of the risk associated with developing a new diamond mine. The objective of Petra’s development programmes is to take the next ‘cut’ of the respective orebody, by opening up and establishing new production areas in deeper areas of undiluted kimberlite. The Group production profile will start changing from diluted to undiluted ore from FY 2015 onwards, and ROM grades are forecast to rise circa 50% once mainly undiluted ore is being mined by FY 2019. The market for rough diamonds strengthened over the course of the Year, with rough diamond pricing achieved by Petra up on average 10%, thereby assisting Company revenues. Significant ZAR/US$ volatility resulted in active currency management being particularly important to address exchange rate risks. The Company took advice from two specialist banks in order to advise on exchange rate strategy. Revenue; Profitability Executive Directors Our market – pages 13 to 17 Revenue; Profitability Executive Directors Financial Statements, note 25 – page 127 There were no country events or changes to regulatory regimes that materially affected the Company. Production; Executive — Local employment; CSI expenditure Directors; HSSE Committee While Petra’s overall safety performance improved in FY 2014, a fatality was recorded further to an accident at an electricity substation at Cullinan. Production; LTIFR; FIFR HSSE Committee; Remuneration Committee Safety – pages 48 and 49 DRR – page 81 Production; LTIFR; FIFR Executive Operational Review – Directors; HSSE pages 30 to 41 Committee Production; Revenue; Profitability Executive Directors Moving into undiluted ore – pages 30 and 31 The Group’s management team is comprised of key personnel with a substantial and specialised knowledge of kimberlite mining and diamond recovery, and this skills base enables the Company to manage mining and production risks. Mitigation of the risk at Finsch was assisted by the plant changes (lowering the cut-off), which served to significantly increase the mine’s ROM grade. At Cullinan, the ROM grade was slightly lower than guidance for FY 2014. Petra is managing the volatility in ROM grade at Cullinan by accessing undiluted ‘gapfiller’ tonnes which can be drawn whilst the expansion plans progress to open up access to undiluted ore. CORPORATE GOVERNANCERisk Risk change Description and impact Mitigation FY 2014 risk management and developments Strategic objectives KPIs Responsibility Read more Increase output Drive efficiencies Optimise recoveries Work responsibly External risks Rough diamond prices Long term Currency Long term Country and political Long term Operational risks Safety Long term Mining and production Long term ROM grade volatility Short term Whilst the medium to long-term fundamentals of the diamond market remain intact, with demand forecast to significantly outpace supply, some volatility in rough diamond pricing is always possible. The Group’s management closely monitors developments in the international diamond market (across the pipeline from the rough market to the retail consumer market) to be in a position to react in a timely manner to changes in rough diamond prices and demand. With Petra’s operations mainly in South The Group continually monitors the Africa, but diamond sales based in US movement of the Rand against the Dollars, the volatility and movement in Dollar and takes expert advice from its the Rand is a significant factor to the bankers in this regard. It is the Group’s Group. Also, the Group undertakes transactions in a number of different policy to hedge a portion of future diamond sales when weakness in the currencies. Fluctuations in these currencies Rand indicates it appropriate. Such may have a significant impact on the contracts are generally short term Group’s performance. in nature. Petra’s operations are predominantly The Petra team is highly experienced based in South Africa, with lesser exposure at operating in Africa. Petra routinely to Tanzania and Botswana. Emerging monitors political and regulatory market economies are generally subject developments in its countries of to greater risks, including legal, regulatory, operation at both regional and local economic and political risks, and are potentially subject to rapid change. level. The Company keeps abreast of all key legal and regulatory developments. Ensuring the safety of all Petra people Underground cave mining (both block is the Group’s number one priority. caving and sub level caving) is inherently Poor safety performance can also lead a safe and highly mechanised mining to temporary mine closures, thereby impacting production results. process. However, as with all heavy industries, accidents can occur so embedding a culture of strict procedures and safety awareness is key. HSSE targets are explicitly included as part of Petra’s annual bonus framework. The mining of diamonds from underground All of Petra’s existing kimberlite kimberlite deposits involves an intrinsic operations have long histories of degree of risk from various factors, including geological, geotechnical and production and therefore the geology and economics of each mine are well seismic factors, industrial and mechanical understood. Petra’s work to expand the accidents, unscheduled plant shutdowns, lives of its assets is classed as ‘brownfields’ technical failures, ground or water expansions, meaning that the knowledge conditions and inclement or hazardous of the deposits allows management to weather conditions. eliminate much of the risk associated with developing a new diamond mine. At the Group’s underground pipe mines The objective of Petra’s development (Finsch, Cullinan, Koffiefontein, Kimberley programmes is to take the next ‘cut’ of Underground), Petra is currently operating the respective orebody, by opening up in ‘mature’ caves, meaning that the block and establishing new production areas of ore being mined has nearly been exhausted and that the area is nearing the end of its life. Once the majority of the kimberlite ore has been removed, waste rock is able to ingress into the in deeper areas of undiluted kimberlite. The Group production profile will start changing from diluted to undiluted ore from FY 2015 onwards, and ROM grades are forecast to rise circa 50% once mainly production areas and dilutes the overall undiluted ore is being mined by FY 2019. diamond grade. The market for rough diamonds strengthened over the course of the Year, with rough diamond pricing achieved by Petra up on average 10%, thereby assisting Company revenues. Significant ZAR/US$ volatility resulted in active currency management being particularly important to address exchange rate risks. The Company took advice from two specialist banks in order to advise on exchange rate strategy. Revenue; Profitability Executive Directors Our market – pages 13 to 17 Revenue; Profitability Executive Directors Financial Statements, note 25 – page 127 There were no country events or changes to regulatory regimes that materially affected the Company. Production; Local employment; CSI expenditure Executive Directors; HSSE Committee — While Petra’s overall safety performance improved in FY 2014, a fatality was recorded further to an accident at an electricity substation at Cullinan. Production; LTIFR; FIFR HSSE Committee; Remuneration Committee Safety – pages 48 and 49 DRR – page 81 The Group’s management team is comprised of key personnel with a substantial and specialised knowledge of kimberlite mining and diamond recovery, and this skills base enables the Company to manage mining and production risks. Mitigation of the risk at Finsch was assisted by the plant changes (lowering the cut-off), which served to significantly increase the mine’s ROM grade. At Cullinan, the ROM grade was slightly lower than guidance for FY 2014. Petra is managing the volatility in ROM grade at Cullinan by accessing undiluted ‘gapfiller’ tonnes which can be drawn whilst the expansion plans progress to open up access to undiluted ore. Production; LTIFR; FIFR Executive Directors; HSSE Committee Operational Review – pages 30 to 41 Production; Revenue; Profitability Executive Directors Moving into undiluted ore – pages 30 and 31 Petra Diamonds Limited Annual Report and Accounts 2014 69 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFORisk Management continued Risk Risk change Description and impact Mitigation FY 2014 risk management and developments Strategic objectives KPIs Responsibility Read more Operational risks continued Expansion and project delivery Medium term Labour relations Short to medium term Strategic risks Financing Medium term Cost control and capital discipline Long term Petra has set out a clear and transparent growth profile to increase annual production to circa 5 million carats by FY 2019. Actual production may vary from estimates of future production for a variety of reasons and it should be noted that long-term assumptions may be subject to change as the Company continually evaluates its projects to optimise efficiency and production profitability. The Group’s production, and to a lesser extent its project development activities, is dependent on a stable and productive labour workforce. Petra remains highly focused on managing labour relations and on maintaining open and effective communication channels with the appropriate employee and union representatives at its operations. Petra has an enviable track record in the management of underground diamond operations. The Group has established procedures to control, monitor and manage the roll-out of its development plans. Petra’s diversified portfolio of operating mines provides flexibility in terms of overall portfolio performance. Expansion project targets are explicitly included as part of Petra’s annual bonus framework and long-term share awards. Petra remains focused on managing labour relations and on maintaining open and effective communication channels with its employees, the appropriate union representatives at its operations; and local communities. Post Year end, Petra reached a three-year wage agreement with the National Union of Mineworkers. Petra has a significant Capex programme over the years to FY 2019. The Company plans to continue to finance this Capex from operating cashflows and debt finance. Lack of adequate available cashflows could delay development work. Whilst management prepares detailed plans, actual Capex may differ from estimates. In order to mitigate this, Capex requires a tiered level of approval and variances to Capex plans are monitored on a timely basis. The Company continually reviews its cashflow planning to ensure that Capex plans are adequately financed. Petra’s main cost inputs are labour and energy, both of which have been rising above official inflation rates in South Africa and Tanzania. Ineffective cost control leads to reduced margins and profitability. Given the relatively high fixed-cost nature of Petra’s operations (circa 70%), the Company’s strategy to increase tonnage throughput at each operation will assist in controlling cost per tonne on a unit basis. The Company’s expansion plans also include initiatives to streamline ore-handling and plant processes, thereby driving efficiencies. Profit and cost measures form part of Petra’s annual bonus framework. Petra believes that employees who are empowered and accountable for their actions work to the best of their ability and are able to fulfil their true potential. The Group’s employment policies and terms are likewise designed to attract, incentivise and retain individuals of the right calibre. Retention of key personnel Long term The successful achievement of the Group’s strategies, business plans and objectives depends upon its ability to attract and retain certain key personnel. Regulatory compliance Long term In order to maintain its exploration or mining licences, Petra must comply with stringent legislation to justify its licence to operate. Failure to comply with relevant legislation in South Africa, Tanzania or Botswana could lead to delays or suspension of its mining and exploration activities. Petra’s approach is to go ‘beyond compliance’ in terms of meeting its health and safety, social, environmental and local community obligations, by adopting a holistic approach with the true long-term sustainability of each operation in mind. 70 Petra Diamonds Limited Annual Report and Accounts 2014 Petra’s growth plan continued to progress well in FY 2014, with all expansion programmes on track and on budget. Production; Executive Operational Review – Revenue; Capex Directors; Audit pages 30 to 41 Committee; Remuneration Committee Report of the Audit Committee – pages 62 to 67 DRR – pages 74 to 90 Cullinan, Koffiefontein, Kimberley Underground and Helam were affected by work stoppages during August/ September 2013. However, the Company was able to maintain around a 60% level of normal production during this time and was able to reach a satisfactory resolution to the industrial action after an approximately two week period. Petra’s Capex for FY 2014 was well controlled and was in accordance with the roll-out of the Group’s expansion programmes. The Company actively monitors the terms of its debt financing arrangements to ensure that it remains well within the various covenants and ratios within these agreements. Operating costs were well controlled in FY 2014 despite inflationary pressures. Corporate overhead decreased in US Dollar terms in FY 2014, a good achievement considering the continued growth of the Company. Petra’s clear strategy and continued achievement of its objectives help to propagate a positive company culture, in which employees feel they can directly contribute to the Company’s success. The Company’s remuneration strategy is designed to reward management for delivery against the Company’s long-term objectives, as well as retain key management for the longer term. Petra continually stays abreast of developments and changes in the laws and regulations of all of the countries in which it operates. Petra is also involved, where appropriate, in industry or sector consultation prior to such changes being introduced. Petra has systems to ensure it meets all the requirements of its mining rights and related matters. Production Executive Directors — Production; Revenue; Profitability; TSR Executive Directors Financial Review – pages 26 to 29 Profitability Executive Directors; Remuneration Committee Financial Review – pages 26 to 29 Production; Revenue; Profitability; Staff turnover Remuneration DRR – pages 74 to 90 Committee Our People – page 49 Audit Committee; HSSE Committee Sustainability – pages 48 to 51 Production; Revenue; Profitability; CSI; Training spend; Local employment; Diversity CORPORATE GOVERNANCERisk Risk change Description and impact Mitigation FY 2014 risk management and developments Strategic objectives KPIs Responsibility Read more Operational risks continued Expansion and project delivery Medium term Labour relations Short to medium term Strategic risks Financing Medium term Cost control and capital discipline Long term Petra has set out a clear and transparent Petra has an enviable track record in the growth profile to increase annual production management of underground diamond to circa 5 million carats by FY 2019. Actual operations. The Group has established production may vary from estimates of procedures to control, monitor and future production for a variety of reasons manage the roll-out of its development and it should be noted that long-term plans. Petra’s diversified portfolio of assumptions may be subject to change operating mines provides flexibility in as the Company continually evaluates its projects to optimise efficiency and production profitability. terms of overall portfolio performance. Expansion project targets are explicitly included as part of Petra’s annual bonus framework and long-term share awards. The Group’s production, and to a lesser Petra remains focused on managing extent its project development activities, labour relations and on maintaining open is dependent on a stable and productive and effective communication channels labour workforce. Petra remains highly with its employees, the appropriate union focused on managing labour relations representatives at its operations; and and on maintaining open and effective local communities. Post Year end, Petra communication channels with the appropriate employee and union representatives at its operations. reached a three-year wage agreement with the National Union of Mineworkers. Petra has a significant Capex programme Whilst management prepares detailed over the years to FY 2019. The Company plans, actual Capex may differ from plans to continue to finance this Capex estimates. In order to mitigate this, Capex from operating cashflows and debt finance. requires a tiered level of approval and Lack of adequate available cashflows could delay development work. variances to Capex plans are monitored on a timely basis. The Company continually reviews its cashflow planning to ensure that Capex plans are adequately financed. Petra’s main cost inputs are labour and energy, both of which have been rising above official inflation rates in South Africa and Tanzania. Ineffective cost control leads to reduced margins and profitability. Given the relatively high fixed-cost nature of Petra’s operations (circa 70%), the Company’s strategy to increase tonnage throughput at each operation will assist in controlling cost per tonne on a unit basis. The Company’s expansion plans also include initiatives to streamline ore-handling and plant processes, thereby driving efficiencies. Profit and cost measures form part of Petra’s annual bonus framework. Retention of key personnel Long term The successful achievement of the Group’s strategies, business plans and objectives depends upon its ability to Petra believes that employees who are empowered and accountable for their actions work to the best of their ability attract and retain certain key personnel. and are able to fulfil their true potential. The Group’s employment policies and terms are likewise designed to attract, incentivise and retain individuals of the right calibre. Regulatory compliance Long term In order to maintain its exploration or Petra’s approach is to go ‘beyond mining licences, Petra must comply with compliance’ in terms of meeting its stringent legislation to justify its licence health and safety, social, environmental to operate. Failure to comply with relevant and local community obligations, by legislation in South Africa, Tanzania or adopting a holistic approach with the Botswana could lead to delays or suspension true long-term sustainability of each of its mining and exploration activities. operation in mind. Petra’s growth plan continued to progress well in FY 2014, with all expansion programmes on track and on budget. Production; Revenue; Capex Executive Directors; Audit Committee; Remuneration Committee Operational Review – pages 30 to 41 Report of the Audit Committee – pages 62 to 67 DRR – pages 74 to 90 Cullinan, Koffiefontein, Kimberley Underground and Helam were affected by work stoppages during August/ September 2013. However, the Company was able to maintain around a 60% level of normal production during this time and was able to reach a satisfactory resolution to the industrial action after an approximately two week period. Petra’s Capex for FY 2014 was well controlled and was in accordance with the roll-out of the Group’s expansion programmes. The Company actively monitors the terms of its debt financing arrangements to ensure that it remains well within the various covenants and ratios within these agreements. Operating costs were well controlled in FY 2014 despite inflationary pressures. Corporate overhead decreased in US Dollar terms in FY 2014, a good achievement considering the continued growth of the Company. Petra’s clear strategy and continued achievement of its objectives help to propagate a positive company culture, in which employees feel they can directly contribute to the Company’s success. The Company’s remuneration strategy is designed to reward management for delivery against the Company’s long-term objectives, as well as retain key management for the longer term. Petra continually stays abreast of developments and changes in the laws and regulations of all of the countries in which it operates. Petra is also involved, where appropriate, in industry or sector consultation prior to such changes being introduced. Petra has systems to ensure it meets all the requirements of its mining rights and related matters. Production Executive Directors — Production; Revenue; Profitability; TSR Executive Directors Financial Review – pages 26 to 29 Profitability Executive Directors; Remuneration Committee Financial Review – pages 26 to 29 Production; Revenue; Profitability; Staff turnover Remuneration Committee DRR – pages 74 to 90 Our People – page 49 Audit Committee; HSSE Committee Sustainability – pages 48 to 51 Production; Revenue; Profitability; CSI; Training spend; Local employment; Diversity Petra Diamonds Limited Annual Report and Accounts 2014 71 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFOReport of the Nomination Committee Membership of the Nomination Committee X Non-Executive Chairman X Independent Non-Executive Directors Adonis Pouroulis (Chairman, pictured) Pat Bartlett Gordon Hamilton Tony Lowrie Nomination Committee role and activities The principal functions of the Nomination Committee are listed below, along with the corresponding activity and performance in FY 2014. Role Activities in FY 2014 Outcomes To review the structure, size and composition of the Board (including appropriate skills, knowledge, experience and diversity), and to make recommendations to the Board with regards to any changes. Oversaw the independent Board performance evaluation exercise. Identified the need to enhance Board diversity and agreed to a Group Diversity Policy. The overall result of the evaluation exercise was that the Board was considered to be very effective with a few areas for improvement identified. See page 59. Steps will be taken to address Board diversity in FY 2015. To identify, nominate and recommend, for the approval of the Board, appropriate candidates to fill Board and Committee vacancies as and when they arise. To satisfy itself, with regards to succession planning, that plans are in place with regards to both Board and Senior Management positions. To recommend to the Board the re-election by shareholders at the AGM of any Director under the retirement and re-election provisions of the Company’s Bye-Laws. Identified the need to appoint an additional independent NED to further strengthen Board and Committee independence. A specification for this role has been developed by the Nomination Committee and a search is well advanced. Succession planning was discussed during the Year, and it was agreed that more focus should be applied to this area. Succession planning will be a key area of focus for FY 2015. The Company’s first independent Board evaluation exercise took place in FY 2014. Each Director was considered to remain effective and thereby was proposed by the Committee for re-election to the Board at the forthcoming AGM. The Nomination Committee’s Terms of Reference can be accessed on the Company’s website at www.petradiamonds.com/about-us/corporate-governance/board-committees. Diversity Petra understands that diversity is important to the effective functioning of a Board. The Petra Board is considered to have a broad and highly relevant skill-set; however the Company’s Nomination Committee is continually evaluating its composition, bearing in mind a range of factors, including diversity. The Board welcomed the 2011 Davies Report, which has done much to encourage transformation in business by attracting attention to the importance of gender diversity. Given the clear business case for gender diversity at all levels of the organisation, Petra is actively seeking to improve the diversity of its Board, which currently does not include any female directors. During FY 2014, the Nomination Committee (and subsequently the Board) formalised the Group’s policy concerning boardroom diversity. It was agreed that the Petra Board will continue to make appointments based on merit, taking into account the specialist skill-set which is required for its business specifically and taking into account diversity. To specifically address gender diversity in the short term, and with this policy in mind, the Nomination Committee has a target to appoint a female candidate to the Board (and to the Audit Committee) in FY 2015. Gender diversity across Petra Men Women FY 2014 Number % Number Board (including NEDs) Senior Management Management Employees Total 7 30 170 3,731 3,938 100 97 81 84 84 — 1 41 687 729 % — 3 19 16 14 Petra is committed to encouraging women in mining and has a number of initiatives which focus on developing women into managerial positions. Since its inception, the Company’s Leadership Development Programme has focused on the advancement of women and 48% of the candidates currently on the programme are women. Furthermore, 42% of the Company’s interns are women, while 64% of the Company’s scholarship positions are filled by girls from local schools. Read more about how Petra encourages diversity throughout the Group on page 51. 72 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEReport of the HSSE Committee Membership of the HSSE Committee X Chief Executive Johan Dippenaar (Chairman, pictured) X Senior Management Group Operations Manager – Koos Visser Head of Mining Operations – Teon Swanepoel Group Support Manager – Egbert Klapwijk Group Legal Services Manager – Craig Kraus Group HSEQ Manager – Charl Barnard HSSE Committee role and activities The principal functions of the HSSE Committee are listed below, along with the corresponding activity and performance in FY 2014. Role Activities in FY 2014 Outcomes To evaluate the effectiveness of the Group’s policies and systems for identifying and managing health, safety, social and environmental risks within the Group’s operations. In line with the Company’s growth, a revised HSSE management framework for the HSSE Committee was finalised and presented to the Board. To assess the policies and systems within the Group for ensuring compliance with applicable legal and regulatory requirements with respect to health, safety, social and environmental aspects. The HSSE Committee received regular reports with regards to Group compliance. Areas that required additional attention were given due focus. A Group Water Management Plan and Strategy was finalised and approved. Approval of the revised HSSE management framework. Appointment of a Group HSEQ Manager to further unify Group systems and strategies. Reports to the Board on levels of compliance as appropriate. Focus on risk assessment and strategies for mitigation. Updates to the Group Code of Ethical Conduct. To assess the performance of the Group with regards to the impact of health, safety, social and environmental decisions and actions upon employees, communities and other stakeholders. To review Management’s investigation of all fatalities and serious accidents within the Group and actions taken by management as a result of such fatalities and serious accidents. To evaluate the quality and integrity of any reporting to external stakeholders concerning health, safety, social and environmental aspects. Monitoring of HSSE performance and reporting to the Board on any material issues. The Board was kept regularly informed of the Group’s HSSE performance. Review of top causes of accidents/risks/incidents across the HSSE spectrum. Core focus areas were safety awareness campaigns, environmental awareness, labour relations initiatives and strengthening of stakeholder engagement processes. Full investigation into the accident at Cullinan, which resulted in the passing away of one employee and the injuring of two other employees in January 2014. The Board was briefed. Lessons learnt were shared with all Group operations. Review of international guidelines and best practice in respect of Petra’s sustainability reporting. Review of the Group’s disclosure gaps further to GRI indicators and sustainability/governance ratings agencies requirements. Training on the new reporting regulations for UK companies, with regards to human rights, diversity and GHG emissions. Additional disclosure was provided to the following independent sustainability bodies: CDP, EIRIS, FTSE4Good. Strategy put in place with regards to progression of the Group’s annual sustainability reporting, including development of GHG emissions reporting. To review the Group’s performance indicators in connection with health, safety, social and environmental aspects. Review and discussion of the Group’s ongoing performance across its key HSSE performance indicators. Where performance was not in line with expectations, focus was given to areas for improvement. Additional HSSE activity details are contained in the Company’s annual Sustainability Report, which can be sourced on the Company’s website at www.petradiamonds.com/sustainability. The HSSE Committee’s Terms of Reference can be accessed on the Company’s website at www.petradiamonds.com/about-us/corporate-governance/board-committees. Petra Diamonds Limited Annual Report and Accounts 2014 73 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFODirectors’ Remuneration Report Letter from the Chairman Membership of the Remuneration Committee X Non-Executive Chairman X Independent Non-Executive Directors Gordon Hamilton (Chairman, pictured) Pat Bartlett Tony Lowrie Dear Shareholder, I am pleased to present the Directors’ Remuneration Report for FY 2014. Petra is a leading diamond mining group that offers shareholders an exceptional growth and value proposition. The Remuneration Committee’s (“the Committee”) objective is to operate a remuneration policy that reinforces the Company’s ambitious growth strategy. Petra is a unique organisation and the industry in which it operates requires specialist skills and experience. The Committee is aware of the need to consider the levels of executive compensation against this specific background. Directors’ Remuneration Report Following the introduction of new UK regulations, this Year shareholders will be asked to vote separately on our remuneration policy and our annual remuneration report. Petra has chosen to comply with the new disclosure regulations notwithstanding that it is not a UK company, and therefore our Policy Report and Annual Remuneration Report will be subject to an advisory vote at the forthcoming AGM on 27 November 2014. Remuneration framework The Group’s remuneration policies are weighted towards performance-related pay and the Committee is of the view that they support the objectives of Petra and its shareholders. We have made no significant changes to the remuneration framework for Executive Directors during the course of the Year. We reviewed the performance measures for the PSP and determined that going forward these should be rebalanced in order to better support the objectives of Petra as the Company develops. For awards made in FY 2014 onwards we will continue to base 50% of the awards on TSR performance. However we have rebalanced the remaining portion of the award away from carat production and towards stretching project delivery and operational efficiency performance targets, which align directly with our stated long-term strategy. Carat production targets are retained within the annual performance bonus framework. Petra has always adopted a modest approach to base salary levels. The Chief Executive’s salary was set at a below market level when listed on AIM, and this approach was continued when the Company moved to the Main Market in 2011. When reviewing salaries for FY 2015, the Committee was strongly of the view that the Chief Executive’s salary no longer reflected the scale and complexity of the role at Petra, and that the very significant discount to market levels was not sustainable. The Committee has determined that the Chief Executive’s salary should be increased to £360,000. This increased salary level continues to be below market levels of similar sized companies in our sector. Salaries for the other Executive Directors were increased by 3% which is less than those applying across the Group’s employee population more generally. Performance out‑turns This has been a further Year of excellent progress for Petra, as illustrated by: » carat production increased by 17% to 3.1 million carats; » substantial increases in adjusted EBITDA and net profit after tax; » project delivery remaining on track and materially within budget; » improvement in safety performance; » Petra’s share price increased by 65% during the Year from 113.8 pence to 188.3 pence; and » Petra was ranked second in terms of TSR performance against the FTSE 350 Mining Index for the three year period to 30 June 2014. The annual bonus and Performance Share Plan outcomes reflect this performance. Shareholders Last year the Remuneration Committee was pleased to note that 99.5% of shareholders voted in favour of our Directors’ Remuneration Report. Overall we believe our remuneration polices are aligned with our strategy to enhance long-term value for shareholders. We hope you find our report this Year informative and will continue to support our remuneration policies and practices by voting in favour of the resolutions at the Company’s AGM. Gordon Hamilton Chairman of the Remuneration Committee 17 October 2014 74 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEDirectors’ Remuneration Policy Report Directors’ Remuneration Policy Report The following section sets out the Group’s remuneration policy (the “Policy Report”). As a Bermuda-incorporated company, Petra is not subject to the new UK disclosure regulations. However, the Remuneration Committee recognises the importance of good governance and therefore the structure of this report follows the new regime. Recognising that the Company is unable to benefit from the associated statutory protections afforded by the UK Companies Act 2006, this Policy Report and the Annual Remuneration Report will be put to shareholders separately for approval on an advisory basis at the AGM on 27 November 2014. It is intended that this Policy Report will come into immediate effect following the AGM. Remuneration principles Petra’s culture is performance driven. We have a management team that is highly regarded in the market and brings unique skills to bear that are extremely sought after within the specialist diamond mining sector. Against this background, our approach to remuneration is guided by the following overarching principles: Future policy table Fixed remuneration Salary » The employment terms for Executive Directors and Senior Management are designed to attract, motivate and retain high calibre individuals who will drive the performance of the business. The Group competes for talent with major mining companies and packages need to be competitive in this market. » Remuneration packages should be weighted towards performance-related pay. » Performance measures should be tailored to Petra’s strategic goals, and targets should be demanding. » Share-based reward should be meaningful – the Committee believes long-term share awards provide alignment with the long-term interests of shareholders and the Company. » Remuneration structures should take into account best practice developments, but these should be applied in a manner that is appropriate for Petra’s industry and specific circumstances. Purpose and link to strategy » To attract and retain Executive Directors of the calibre required by the business. » This is a core element of the remuneration package. Operation » The base salaries for Executive Directors are determined by the Committee taking into account a range of factors including: » the scope of the role; » the individual’s performance and experience; and » positioning against comparable roles in other mining companies of similar size and complexity. » Base salaries are normally reviewed annually with changes effective from the start of the financial Year on 1 July. » With effect from 1 July 2014, Executive Director salaries are: » Johan Dippenaar – £360,000. » David Abery – £290,615. » Jim Davidson – £290,615. Maximum opportunity » In determining salary increases, the Committee is mindful of general economic conditions and salary increases for the broader Company employee population. » More significant increases may be made at the discretion of the Committee in certain circumstances, including (but not limited to): » where an individual’s scope of responsibilities has increased; » where, in the case of a new Executive Director who is positioned initially on a lower starting salary, an individual has gained appropriate experience in the role; and » where the positioning is out of step with salary for comparable roles in the market. Benefits Purpose and link to strategy » To provide market competitive benefits. Operation » Benefit policy is to provide an appropriate level of benefit for the role taking into account relevant market practice. » Under the current arrangements, Executive Directors receive: » a cash allowance of 10% of salary in lieu of both benefits and pension; and » Group life, disability and critical illness insurance. » The Committee retains the discretion to provide reasonable additional benefits based on individual circumstances (e.g. travel allowance and relocation expenses for new hires, or pension arrangements). Maximum opportunity » The benefit provision will be set at an appropriate level taking into account the cost to the Company and the individual’s circumstances. Petra Diamonds Limited Annual Report and Accounts 2014 75 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFODirectors’ Remuneration Report Directors’ Remuneration Policy Report continued Directors’ Remuneration Policy Report continued Variable remuneration Annual bonus Purpose and link to strategy » To motivate and reward performance measured against annual key financial, operational and strategic goals of the Company, which reflect critical factors of success. » Deferred element of the annual bonus ensures that part of the value of payments earned remains aligned to the Company’s share price, thus creating alignment with the shareholder experience. Operation » Short-term annual incentive based on performance during the financial Year. Maximum opportunity Performance measures » A proportion of the award earned for a financial year will normally be deferred into shares. » Deferred shares may accrue dividend equivalents. » In respect of FY 2014, 25% of the award earned was deferred for a period of two years. » Where delivery of the deferred element of the bonus in shares is deemed by the Company to be impractical for any reason (e.g. due to exchange control regulations) cash equivalents linked to the share price provides alignment with shareholders. » Maximum award of up to 150% of base salary. » The amount of bonus earned is based on performance against financial, operational and strategic measures. » The Committee reviews the performance measures annually and sets targets to ensure that they are linked to corporate priorities and are appropriately stretching in the context of the business plan. » Prior to determining bonus outcomes, the Committee considers performance in the round to ensure that actual bonuses are appropriate. » For FY 2015, the performance measures for the bonus will include carat production, cost management, adjusted EBITDA and profit, project delivery, HSSE objectives, and strategic and corporate priorities. » Any amounts deferred into shares (or a cash equivalent) will be subject to continuing employment, but not to any further performance measures. Performance Share Plan (“PSP”) Purpose and link to strategy » To motivate and reward for the delivery of long-term objectives in line with the business strategy. » To create alignment with the shareholder experience and motivate value creation. Operation » Awards of conditional shares (or equivalent) which will normally vest based on performance over a period of three years. » Awards may accrue dividend equivalents. » Where delivery in shares is deemed by the Company to be impractical for any reason (e.g. due to exchange control regulations) cash equivalents linked to the share price provide alignment with shareholders. Maximum opportunity » Maximum award of up to 200% of salary. Performance measures » Vesting is based on performance against financial, operational and strategic measures. » For FY 2015, Executive Directors will be granted conditional awards of up to 150% of salary. » The Committee determines targets each year to ensure that targets are stretching and represent value creation for shareholders, while remaining motivational for management. » For FY 2015, the performance measures used will be: » TSR relative to FTSE 350 mining companies and listed diamond mining peers (25%); » absolute TSR (25%); and » project delivery and operational performance (50%). Shareholding guidelines It is the Company’s policy that each of the Executive Directors holds a meaningful number of Petra shares. The guideline is to build and maintain a minimum of one year’s basic salary for the applicable Director. 76 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEDirectors’ Remuneration Policy Report continued Notes to the remuneration policy table Performance measures for incentives The performance measures and targets for the annual bonus and PSP awards to Executive Directors are intended to be closely aligned with the Company’s short-term and long-term objectives. The intention is to provide a direct link between reward levels, performance and the shareholder experience. The following summarises the performance measures currently used: Production » Carat production is at the core of Petra’s strategy. These measures are therefore embedded in the performance measurement framework. Costs and profitability » Petra remains focused on managing costs and profitability. Profit and cost measures form part of the annual bonus metrics. Expansion project delivery » Progress is measured as part of the short-term annual bonus, and the long-term share awards include stretching targets supporting Petra’s long-term ambitions. HSSE » Health, safety, social and environment measures are explicitly included as part of the annual bonus framework, reflecting Petra’s commitment to corporate responsibility. Total shareholder return » Share awards are linked to value created for shareholders by measuring both relative and absolute total shareholder return (“TSR”). Recovery provisions In line with best practice, the vesting of deferred bonus and PSP awards are subject to recovery provisions. This enables the Committee to exercise discretion to reduce, cancel or impose further conditions on an award prior to vesting or exercise (as the case may be) in circumstances including: » a serious downturn in the financial performance of the Company; » a serious misstatement of the Company’s audited results; » a serious failure of risk management; or » serious reputational damage to the Company. Legacy arrangements The Committee may approve payments outside of the Remuneration Policy in order to satisfy any legacy arrangements agreed prior to the adoption of this Policy Report or made to a Director prior to (but not in contemplation of) appointment to the Board. Petra has two legacy plans which were adopted prior to moving from AIM to the Main Market: the 2005 Executive Share Option Scheme and the 2011 Longer-Term Share Plan. There is currently no intention to grant further awards to Executive Directors under either of these plans. 2005 ESOS » The Company previously operated the Employee Share Option Scheme (introduced in 2005), whereby it can issue options to eligible employees (including Executive Directors and Senior Management) to subscribe for shares in the Company at set prices. » The last awards under this plan were granted to the Executive Directors in March 2010 and are now capable of exercise. 2011 Longer-Term Share Plan (“2011 LTSP”) » The one-off awards under the 2011 LTSP are based on carat production and project/expansion plan delivery. The performance period for outstanding awards ends on 30 June 2016. » For the production element, up to 25% of the element may vest if the target of 11.7m carats’ cumulative production is delivered to 30 June 2016, rising to 100% for 12.8m carats’ cumulative production. Up to 50% of the award may vest based on performance against accelerated vesting targets. » The award is subject to a recovery provision in line with the PSP. Petra Diamonds Limited Annual Report and Accounts 2014 77 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFODirectors’ Remuneration Report Directors’ Remuneration Policy Report continued Directors’ Remuneration Policy Report continued Illustration of application of the remuneration policy £1,476,000 37% £936,000 29% 37% 29% £396,000 100% 42% 26% £1,191,522 37% £1,191,522 37% £755,599 29% 37% £755,599 29% 37% 29% 29% £319,677 100% 42% 26% £319,677 100% 42% 26% X Fixed remuneration X Annual variable remuneration X Long-term variable remuneration Minimum Mid Chief Executive Maximum Minimum Maximum Minimum Mid Finance Director Mid Technical Director Maximum The charts above have been compiled using the following assumptions: Fixed remuneration Variable remuneration Fixed remuneration (salary and benefits allowance) as at 1 July 2014. » Annual bonus: maximum award of up to 150% of salary. » PSP: conditional award of 150% of salary. » The amounts shown do not take into account share price growth or receipt of dividend equivalents. Performance scenarios Minimum Mid Fixed remuneration only. Fixed remuneration plus variable pay for the purpose of illustration as follows: » Annual bonus: assumes a bonus pay-out of 50% of maximum. » PSP: assumes vesting of 50% of maximum. Maximum Fixed remuneration plus variable pay for the purpose of illustration as follows: » Annual bonus: assumes a bonus pay-out of 100% of maximum. » PSP: assumes vesting of 100% of maximum. Recruitment policy The Committee’s key principle when determining appropriate remuneration arrangements for a new Executive Director (appointed from within the organisation or externally) is to ensure that arrangements are in the best interests of both Petra and its shareholders, without paying more than is considered necessary by the Committee to recruit an executive of the required calibre to develop and deliver the business strategy. Fixed pay Variable pay Buy-outs Non-Executive Directors Salary and benefits would be determined within the bounds of the future policy table above. The UK regulations require the identification of a maximum level of variable pay which may be granted on recruitment (excluding any buy-out arrangements). The maximum level of variable pay (bonus and long-term incentives) for a new recruit will be consistent with the policy table on page 76. Within these limits and where appropriate the Committee may tailor the incentives (e.g. timeframe, form, performance criteria) based on the commercial circumstances at the time of recruitment. The Committee may need to buy-out remuneration forfeited on joining Petra. In such circumstances, the Committee will seek to ensure any buy-out is of comparable commercial value and is capped as appropriate. The quantum, form and structure of any buy-out arrangement will be determined by the Committee taking into account the terms of the forfeited arrangements (e.g. form of award, timeframe, performance criteria, likelihood of vesting, etc.). The buy-out may be structured as an award of cash or shares; however, where appropriate, the Committee will normally seek to make awards under the existing incentive plans. On the appointment of a new Chairman or Non-Executive Director, the fees will be consistent with the policy set out on page 85. Fees to Non-Executive Directors will not include share options or other performance-related elements. 78 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEDirectors’ Remuneration Policy Report continued Executive Director service contracts and policy on payment for loss of office When determining leaving arrangements for an Executive Director, the Committee takes into account any contractual agreements including the provisions of any incentive arrangements, typical market practice and conduct of the individual. Notice period Payment in lieu of notice Annual bonus The Executive Director service contracts are terminable by 12 months’ written notice on either side and contain non-compete and non-solicitation clauses (dealing with customers/clients and non-solicitation of Directors or senior employees restrictions following termination). In the event of termination by the Company of an Executive Director’s employment, the contractual remuneration package (incorporating base salary and benefits including any legal and professional fees), reflecting the 12 month notice period, would normally be payable. The Executive Director may, at the discretion of the Committee, remain eligible to receive an annual bonus for the financial Year in which they ceased employment. Such a bonus will be determined by the Committee taking into account time in employment and performance. Share awards ‘Good leavers’ (e.g. ill health or retirement) If a participant is deemed to be a good leaver, unvested awards will usually continue until the normal vesting date, unless the Board determines that the award will vest sooner (e.g. at the time of departure). For PSP awards any vesting will normally take account of any performance targets and, unless the Board determines otherwise, the time elapsed since the award was granted. For legacy LTSP awards any vesting will normally take account of any performance targets and may also take into account the time elapsed where cessation occurs within three years of grant. ‘Bad leavers’ If a participant is deemed to be a bad leaver, unvested awards will lapse. Future remuneration policy for Non‑Executive Directors The remuneration of the independent Non-Executive Directors, with the exception of the Chairman, is determined by the Chairman and the Executive Directors; the remuneration of the Chairman is determined by the Committee. Directors are not involved in any decisions as to their own remuneration. The table below sets out the remuneration policy with respect to the Non-Executive Directors. Independent Non-Executive Directors do not participate in the Company’s bonus arrangements, share schemes or pension-benefit plans. Any new independent Non-Executive Director will be treated in accordance with this policy. Approach to setting fees Opportunity The fees for Non-Executive Directors are set at a level which is considered appropriate to attract individuals with the necessary experience and ability to oversee the business. Fees are reviewed periodically, typically annually. Judgement is used and consideration is given to a number of internal and external factors including responsibilities, market positioning, inflation and pay increases for the broader Company employee population. Limited role-specific benefits may be provided. Mr Pouroulis continues to receive the benefit of membership of the Group’s life insurance scheme. Travel and other reasonable expenses (including fees incurred in obtaining professional advice in the furtherance of their duties and any associated taxes) incurred in the course of performing their duties may be reimbursed to Non-Executive Directors. The fee opportunity reflects responsibility and time commitment. Additional fees are paid for further responsibilities, such as chairmanship of committees. The value of benefits provided will be reasonable in the market context and take account of the individual circumstances and benefits provided to comparable roles. With effect from 28 November 2011, Mr Pouroulis moved from the position of Executive Chairman to that of Non-Executive Chairman. As a consequence of his previous role, Mr Pouroulis has a number of outstanding share options which were granted under the Company’s 2005 ESOS. Following his move to the position of Non-Executive Chairman and in line with provision D.1.3 of the UK Corporate Governance Code, Mr Pouroulis does not participate in any other or future Company share scheme arrangements. Petra Diamonds Limited Annual Report and Accounts 2014 79 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFODirectors’ Remuneration Report Directors’ Remuneration Policy Report continued Directors’ Remuneration Policy Report continued Detailed provisions All incentive awards are subject to the terms of the relevant plan rules under which the award was granted. The Committee may adjust or amend awards in accordance with the provisions of the plan rules. This includes making adjustments to awards to reflect corporate events, such as a change in the Company’s capital structure. The Committee may adjust the calibration of performance measures and vesting outcomes, or substitute or amend any vesting condition (e.g. due to a significant acquisition or disposal) provided that the resulting condition is appropriate and not materially more or less difficult to satisfy. In the event of a change of control of the Company, the Committee may determine the extent to which any PSP award will vest based on the extent that any performance target has been satisfied, the period of time that has elapsed since the award was granted, and such other factors the Board deems relevant. Deferred awards will normally vest in full on a change of control, unless the Committee determines otherwise. Legacy LTSP awards will normally vest in full on a change of control, unless the Committee determines that any vesting is inappropriate taking into account performance over the period. In certain circumstances, the Board may alternatively permit or require part or all of an award to be exchanged for equivalent awards which relate to shares in an acquiring company. The Committee may make minor amendments to the remuneration policy to aid its operation or implementation without seeking shareholder approvals (e.g. for regulatory, exchange control, tax or administrative purposes). Remuneration elsewhere in the Company When assessing remuneration, the Committee takes care to ensure that pay levels reflect roles and responsibilities. The Committee also takes care to ensure that packages for senior individuals are appropriate in comparison to the remuneration of other employees within the Company, whilst still supporting delivery of Petra’s corporate objectives. Remuneration arrangements throughout the organisation are based on similar reward principles. Shareholder engagement The Committee believes that it is very important to maintain open dialogue with shareholders on remuneration matters. Where significant changes are proposed to the Executive Directors’ remuneration framework, the Committee’s normal approach is to consult with major shareholders. Since moving from AIM to the Main Market, the Committee has engaged with shareholders in relation to the operation of the Company’s incentive plans. 80 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEDirectors’ Annual Remuneration Report Directors’ Annual Remuneration Report This report explains how the Group’s remuneration policy was implemented during FY 2014 and how it will be applied for FY 2015. Overview of policy and how it will be applied for FY 2015 Salary Influenced by role, individual performance and experience and market positioning. Benefits Provision of an appropriate level of benefit for the relevant role and local market. Annual bonus Linked to key financial, operational, HSSE and strategic goals of the Company, which reflect critical factors of success. » The Chief Executive’s salary was previously at a very significant discount to the market level, and has been repositioned to better reflect the scale and complexity of the role. The revised salary remains below market levels. » Increases of 3% for the Finance and Technical Directors, which is less than those applying across the Group’s employee population more generally. » With effect from 1 July 2014, Executive Director salaries are: » Johan Dippenaar – £360,000 » David Abery – £290,615 » Jim Davidson – £290,615 » Executive Directors receive: » a benefits allowance of 10% of salary in lieu of both pension and other benefits; and » Group life, disability and critical illness insurance. » Maximum opportunity for FY 2015 of 150% of salary. » For FY 2014, 25% of the bonus earned for the Year has been deferred into shares for two years. » For FY 2015, the bonus will be linked to: » carat production; » cost management; » adjusted EBITDA and profit; » major project delivery; » HSSE objectives; and » strategic and corporate priorities. Performance share plan Aligned with shareholders and motivating the delivery of long-term objectives. » Conditional share award for FY 2015 of 150% of salary. » Performance measured over three financial years (FY 2015 to FY 2017): » total shareholder return (“TSR”) relative to FTSE 350 mining companies and listed diamond mining peers (25%); » absolute TSR, with a threshold target of 8% growth per annum and maximum target of 16% growth per annum (25%); and » project delivery and operational performance (50%). Shareholding guidelines Aligned with shareholders. » Shareholding guidelines of 100% of salary. » Executive Directors’ actual shareholdings are significantly above the guidelines. Petra Diamonds Limited Annual Report and Accounts 2014 81 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFODirectors’ Remuneration Report Directors’ Annual Remuneration Report continued Directors’ Annual Remuneration Report continued Single figure of total remuneration The following table gives a breakdown of the remuneration received by the Executive Directors for FY 2014 and FY 2013. Although the Company’s reporting currency is US Dollars, these figures are stated in Pounds Sterling so as to be aligned with the Directors’ service contracts. Johan Dippenaar Chief Executive David Abery Finance Director Jim Davidson Technical Director Year 2014 2013 2014 2013 2014 2013 Salary £ Benefits £ Annual bonus – paid in cash £ Annual bonus – deferred to shares £ Long-term incentives1,2 £ Retirement benefits3 £ 303,050 36,080 291,496 97,166 272,206 290,000 34,484 236,531 78,844 164,502 282,150 33,651 271,393 90,464 252,763 270,000 31,898 220,219 73,406 164,502 282,150 31,572 271,393 90,464 252,763 270,000 30,018 220,219 73,406 164,502 — — — — — — Total £ 999,998 804,361 930,421 760,025 928,342 758,145 1. Long-term incentives in FY 2014 relate to the PSP awards granted on 15 May 2012 based on performance between 1 July 2011 and 30 June 2014. This award vested at 62.2% of the maximum shortly after Year end and is expected to be released in due course. For the purpose of this table, the awards have been valued based on the average share price during the three-month period to 30 June 2014 of 163.59 pence. In accordance with ‘single figure’ calculation requirements, whilst the awards had not been released at Year end they are included in the figures above as the performance period had completed. 2. Long-term incentives in FY 2013 relate to the 2005 ESOS awards granted on 30 September 2009 and 17 March 2010 prior to admission to the Main Market. These options remain unexercised, and therefore no gain has yet been realised by the Directors in respect of these awards. For the purpose of this disclosure, these options have been valued based on the notional gain on the relevant tranches that became exercisable on 30 September 2012 and 17 March 2013 respectively. 3. Executive Directors are provided with a benefits allowance but do not currently participate in any Company pension plan and are not provided with any retirement benefits. These total remuneration figures reflect a number of factors: » Since admission to the Main Market, salaries have not increased significantly and have been modestly set relative to salaries and benefits available to executive directors of comparable companies. » A significant portion of pay is performance based, which is comprised of annual bonus and long-term incentives. The amounts above reflect that Petra has performed well against its corporate objectives. However, this way of structuring remuneration also ensures that if Petra does not achieve its corporate objectives, then the Executive Directors’ total remuneration would be significantly reduced. » A portion of the annual bonus is deferred into shares (and is therefore subject to share price movements) rather than being paid immediately to Executive Directors. » The amounts shown under long-term incentives are shares which have not yet been delivered to participants and are due to be released shortly. Figures shown are estimates. These awards were granted in prior years and were subject to stretching performance conditions. » Executive Directors also have significant shareholdings, reflecting their commitment to Petra’s future and sustainable growth going forward. Additional notes to the remuneration table Salary For FY 2015, the Committee has determined that the base salaries (per annum) for Executive Directors should be as set out below: Johan Dippenaar David Abery Jim Davidson Base salary to 30 June 2014 £ Base salary from 1 July 2014 £ 303,050 282,150 282,150 360,000 290,615 290,615 Petra has always adopted a modest approach to base salary levels. The Chief Executive’s salary was set at a below market level when listed on AIM, and this approach was continued when the Company moved to the Main Market in 2011. When reviewing salaries for FY 2015, the Committee was strongly of the view that the Chief Executive’s salary no longer reflected the scale and complexity of the role at Petra, and that the very significant discount to market levels was not sustainable. The Committee determined that the Chief Executive’s salary should be increased to £360,000. This increased salary level continues to be below market levels of similar sized companies in our sector. The Committee will continue to keep his salary under review and may make further adjustments in the future if considered appropriate. Base salaries for the Finance and Technical Directors have been increased by 3%, which is lower than salary increases made across the Company’s employee population. 82 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEDirectors’ Annual Remuneration Report continued Benefits In lieu of pension plan participation and other benefits, the Directors receive a benefit cash supplement of 10% of salary. Other than membership of the Group management life insurance scheme (including disability and critical illness), Executive Directors are not provided with any further benefits and do not participate in a Company pension scheme. Annual bonus The annual bonus plan is designed to reward and incentivise performance over the financial year. The bonus framework uses a balanced scorecard approach, linked to the financial, operating and strategic objectives of the Company. The maximum bonus for Executive Directors for delivery of exceptional performance is capped at 150% of base salary. Prior to determining the final bonus outcomes, the Committee considers performance in the round to ensure that actual bonuses are appropriate. For FY 2014, the Committee’s assessment of performance against the balanced scorecard of key measures and milestone achievements in the Year included the following key achievements and targets. The Committee and the Board have given careful consideration to the retrospective disclosure of targets and have disclosed targets where this is not considered to be commercially sensitive. Vesting outcome 25.3% Performance metrics Weighting Performance and targets Production and project delivery (carat production and delivery against project milestones) Profitability (including adjusted EBITDA, adjusted net profit and cost management) Corporate (including corporate and strategic priorities and health, safety and environmental performance) 30% » Production increased by 17% from 2.7 million carats to 3.1 million carats. This exceeded the target of 3.0 million carats. » The weighted average project delivery score achieved from the scorecard was 8.6/10. 40% » Adjusted EBITDA increased from US$127.6 million to US$187.7 million, 34.2% which significantly exceeded the target set of US$170 million. » The cost target was met. » Adjusted PAT increased from US$53.6 million to US$93.7 million, which exceeded the target set of US$90 million. 30% » LTIFR was reduced to 0.32 (FY 2013: 0.67) – an encouraging trend in the context of the capital programmes progress. 26.0% » The Committee carefully considered the performance of the Executive Directors in delivering against corporate and strategic priorities. On the basis of this review and taking into account overall performance, the Committee determined that the bonus for Executive Directors would be 85.5% of the maximum award (equating to 128.25% of base salary). The Committee has determined that 25% of the bonuses earned will be deferred for two years into shares (or settled as a cash equivalent, in line with the Remuneration Policy). For FY 2015, the Committee has agreed a further balanced scorecard of performance measures, targets and milestone achievements. The key measures are: Performance measure Production and project delivery (carat production and delivery against project milestones) Profitability (including adjusted EBITDA, adjusted net profit and cost management) Corporate (including corporate and strategic priorities and health, safety, social and environmental performance) Weighting 30% 40% 30% As noted above, the bonus framework includes both measurement against pre-defined targets and the exercise of judgement. For project delivery, performance is assessed by a scoring framework based on measurable and defined objectives. Long-term incentives – Performance Share Plan Annual long-term share awards are granted under the Performance Share Plan. This plan was originally approved by shareholders at the January 2012 AGM. The vesting of awards is conditional on the achievement of both shareholder return and operational measures. Petra Diamonds Limited Annual Report and Accounts 2014 83 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFODirectors’ Remuneration Report Directors’ Annual Remuneration Report continued Directors’ Annual Remuneration Report continued FY 2012 to FY 2014 award The long-term incentive plan figures shown in the single figure table relate to the first awards granted under the PSP following shareholder approval. This award was subject to performance measures assessed over the period 1 July 2011 to 30 June 2014. These awards were linked to total shareholder return (50%) and operational delivery and carat production (50%). Following the end of the performance period, the Committee assessed performance achieved against the pre-determined measures and targets. Performance measure Ranked TSR vs FTSE 350 mining companies Absolute TSR growth 1. No portion of an element vests for performance below this threshold level. Weighting 25% of element vests1 100% of element vests Actual performance Median Upper quartile 2nd rank (upper quartile) 8% per annum 16% per annum Below threshold 25% 25% Petra’s TSR over the period was ranked second in the comparator group, which was sufficient to trigger full vesting for this element. The element linked to absolute TSR lapsed in full, reflecting macro factors which impacted all companies in the mining sector. As shown in the chart on page 89, Petra has delivered positive shareholder returns over the longer five-year period. Weighting 25% of element vests1 80% of element vests 100% of element vests Actual performance Carats recovered Expansion project delivery 25% 25% 7.6m carats 6/10 8.0m carats 8/10 8.4m carats 10/10 7.95m carats Overall 8.4/10 1. No portion of an element vests for performance below this threshold level. Petra has increased carat production from 2.2 million in FY 2012 to 3.1 million in FY 2014, and the performance over the period was sufficient to trigger vesting of 18.3% (out of 25%) of this element. The Committee assessed performance at each of the key expansion sites, considering performance against expansion progress metrics. Performance was in respect of Finsch, Cullinan, Koffiefontein and Kimberley Underground (weighted 8%, 11%, 3%, 3% respectively). The metrics included safety, staffing, project management, financial, governance, development metres, raiseboring metres, design and engineering milestones and project spend. Vesting was 18.9% (out of 25%) of this element. Further details of performance at each site is set out in the Strategic Report. On the basis of the above performance, the PSP awards for Executive Directors vested at 62.2% of the maximum. Awards granted during the Year During FY 2014, the Committee considered the key areas of focus for the next three financial years. The following changes were made to the long-term incentive performance measurement framework for share awards from FY 2014: » The comparator group for the relative TSR element was expanded to include six diamond mining companies – Alrosa, Dominion Diamond, Lucara Diamond, Mountain Province, Gem Diamonds and Stornoway Diamonds. » The absolute TSR element was retained with a threshold target of 8% growth per annum and a maximum target of 16% growth per annum. » The portion relating to carat production was removed. Carat production has increased significantly since the Company’s admission to the Main Market, and Petra remains on a trajectory of increased carat production. However Petra is focused on ‘value’ as opposed to ‘volume’ production which is not captured in carats as a stand-alone measure. » The portion relating to project delivery has been retained and the weighting increased to 50%, reflecting the strategic importance of the mines’ expansion programmes. Operational efficiency is included within the 50%. The outcome can be increased or decreased by up to 15% based on an assessment of overall operational efficiency (although any increase cannot result in this portion vesting above the 50% weighting). Assessment of operational efficiency will take into account a range of factors including operating performance, cashflow generation, production, cost management and profitability. 84 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCE Directors’ Annual Remuneration Report continued Summary of performance targets Performance measure Ranked TSR vs FTSE 350 mining companies plus diamond mining peers Absolute TSR growth » Half of the award is linked to returns made for shareholders. » The first element is linked to relative TSR measured against other mining peers. » The second element is based on absolute TSR so that reward is linked to creation of absolute value for shareholders. Weighting 25% of element vests1 100% of element vests Ranked TSR vs mining companies Absolute TSR growth 25% 25% Median Upper quartile 8% per annum 16% per annum 1. No portion of an element vests for performance below this threshold level. Project delivery and operational efficiency » The Company is committed to realising value from its asset portfolio; key to this is the successful delivery of expansion projects at its core operations. » The operational element is based on carat production, cashflow, costs and profitability. » The expansion element is based on an assessment of performance at each mine where a significant expansion programme is underway. » The assessment at the end of the period is based on an agreed framework with vesting based on the weighted average score out of ten across all mines; the objectives for each mine are approved by the Committee and the Board. » This element can be varied by up to 15% (upwards or downwards) to reflect operational efficiency, including factors such as operating and cashflow generation, production, revenue, costs and profitability, overall mine management and other metrics considered appropriate by the Committee. Weighting 25% of element vests1 80% of element vests 100% of element vests Project delivery and operational efficiency 50% 6 out of 10 8 out of 10 10 out of 10 1. No portion of an element vests for performance below this threshold level. It is intended that this performance framework will be used for awards to be made in FY 2015. Non‑Executive Director remuneration With effect from 28 November 2011, Mr Pouroulis moved from the position of Executive Chairman to that of Non-Executive Chairman. As a consequence of his previous role, Mr Pouroulis has a number of outstanding share options which were granted under the Company’s 2005 ESOS. Following his move to the position of Non-Executive Chairman and in line with provision D.1.3 of the UK Corporate Governance Code, Mr Pouroulis does not participate in any future Company share scheme arrangements. Mr Pouroulis continues to receive the benefit of membership of the Group’s life insurance scheme. The Chairman’s fee was reviewed by the Board and increased to £155,000 with effect from 1 July 2013. The fee is payable in cash. The other Non-Executive Directors receive a fixed basic fee for their normal services rendered during the Year and a fee for chairmanship of Committees. All fees are payable in cash. The basic fee was reviewed by the Board and increased to £55,000 with effect from 1 July 2013. The additional fee paid for chairmanship of the Audit and Remuneration Committee is £15,000 and £12,500 respectively. There is no additional fee for chairmanship of the Nomination Committee. The additional fee paid to the Senior Independent Director is £22,500. Independent Non-Executive Directors do not participate in the Company’s bonus arrangements, share schemes or pension plans, and for FY 2014 (in accordance with the Company’s normal policy) did not receive any other remuneration from the Company outside of the fee policy outlined above. Petra Diamonds Limited Annual Report and Accounts 2014 85 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFO Directors’ Remuneration Report Directors’ Annual Remuneration Report continued Directors’ Annual Remuneration Report continued The following table gives a breakdown of the remuneration received by the Non-Executive Directors for FY 2014 and FY 2013. Although the Company’s reporting currency is US Dollars, these figures are stated in Pounds Sterling so as to be aligned with the Directors’ service contracts. Single figure of total remuneration Adonis Pouroulis Chairman Pat Bartlett Gordon Hamilton Tony Lowrie Year 2014 2013 2014 2013 2014 2013 2014 2013 Fees £ 155,000 140,000 55,000 50,000 82,500 70,000 77,500 56,144 Benefits £ 2,520 2,539 — — — — — — Long-term incentives (prior to admission to the Subtotal Main Market) £ £ Total £ 157,520 142,539 55,000 50,000 82,500 70,000 77,500 56,144 — 157,520 47,001 189,540 — — — — — — 55,000 50,000 82,500 70,000 77,500 56,144 1. Long-term incentives in FY 2013 relate to the 2005 ESOS awards granted to Mr Pouroulis on 30 September 2009 and 17 March 2010. At the time the options were granted, Mr Pouroulis was an Executive Director of the Company. Following his move to the position of Non-Executive Chairman, Mr Pouroulis will not participate in any future Company share scheme arrangements. These options remain unexercised, and therefore no gain has yet been realised by the Directors in respect of these awards. For the purpose of this disclosure, these options have been valued based on the notional gain on the relevant tranches that became exercisable on 30 September 2012 and 17 March 2013 respectively. Directors’ shareholding and share interests It is the Company’s policy that each of the Executive Directors holds a meaningful number of Petra shares. The guideline is a minimum of one year’s basic salary for the applicable Director. All the Executive Directors meet this guideline. Executive share ownership and alignment with shareholders is further supported by the Company’s bonus deferral and share incentive schemes. The current share interests of the Directors are detailed below. Executive Directors currently exceed the guideline for Petra share ownership. Adonis Pouroulis Johan Dippenaar David Abery Jim Davidson Tony Lowrie Pat Bartlett Gordon Hamilton Chairman Chief Executive Finance Director Technical Director Senior iNED iNED iNED Shareholding as at Shareholding as at 30 June 2014 30 June 2013 Shareholding guideline1 9,564,650 640,000 1,979,649 640,000 — — 70,000 9,564,650 640,000 1,979,649 640,000 — — 100,000 n/a 185,250 172,474 172,474 n/a n/a n/a 1. Shareholding guideline based on three-month average share price to 30 June 2014 of 163.59p. As at 30 June 2014, the Directors’ interests in share plans of the Company were as follows: Breakdown of share plan interests as at 30 June 2014 Executive Directors Johan Dippenaar David Abery Jim Davidson Non-Executive Directors Adonis Pouroulis Pat Bartlett Gordon Hamilton Tony Lowrie Shares Options Unvested and subject to performance1 Unvested and not subject to performance2 Vested but not exercised Exercised in the Year 1,496,825 1,420,523 1,420,523 140,142 130,307 130,307 — — — — — — — — 2,450,000 1,950,000 2,450,000 950,000 — — — — — — — — — — 1. This comprises the FY2012, FY2013 and FY2014 unvested PSP and LTSP awards as at the Year end. As noted in the single figure table above, following the Year end the FY 2012 PSP is due to vest at 62.2% of the maximum and the balance of this award will lapse. 2. This comprises outstanding Deferred Share Awards in respect of FY 2012 and FY 2013. During the year in respect of FY 2013, the following awards were granted: Mr Dippenaar – 71,223 shares; Mr Abery – 66,311 shares; and Mr Davidson – 66,311 shares. These awards represent 25% of the total bonus in respect of FY 2013. 86 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEDirectors’ Annual Remuneration Report continued As at 30 June 2014, Executive Directors held the following interests in the 2012 PSP: Date of award Outstanding at 1 July 2013 Awarded during the Year Vested during the Year Lapsed during the Year Outstanding at 30 June 2014 Performance period Johan Dippenaar 15/05/2012,1 267,516 20/12/2012,2 418,672 — — 20/12/2013,3 — 410,637 Total 686,188 410,637 David Abery 15/05/2012,1 248,408 20/12/2012,2 389,798 — — 20/12/2013,3 — 382,317 Total 638,206 382,317 Jim Davidson 15/05/2012,1 248,408 20/12/2012,2 389,798 — — 20/12/2013,3 — 382,317 Total 638,206 382,317 — — — — — — — — — — — — — — — 267,516 July 11 – June 14 418,672 July 12 – June 15 410,637 July 13 – June 16 — 1,096,825 — — — 248,408 July 11 – June 14 389,798 July 12 – June 15 382,317 July 13 – June 16 — 1,020,523 — — — 248,408 July 11 – June 14 389,798 July 12 – June 15 382,317 July 13 – June 16 — 1,020,523 1. The performance measures applicable to the award consisted of: (a) TSR relative to FTSE 350 mining companies (25%); (b) absolute TSR (25%); (c) carat production (25%); and (d) project delivery (25%). The share price on 15 May 2012 was 133.0 pence; the 30 day trading average price to the date preceding the date of the award, which was used to calculate the maximum share award, was 157.0 pence. As noted above, following the Year end this award is due to vest at 62.2% and the balance of this award will lapse. 2. The performance measures applicable to the awards consist of: (a) TSR relative to FTSE 350 mining companies (25%); (b) absolute TSR (25%); (c) carat production (25%); and (d) project delivery (25%). The share price on 20 December 2012 was 109.7 pence; the 30 day trading average price to the date preceding the date of the award, which was used to calculate the maximum share award, was 103.9 pence. 3. The performance measures applicable to the awards consist of: (a) TSR relative to FTSE 350 mining and listed diamond companies (25%); (b) absolute TSR (25%); and (c) project delivery and operational performance (50%). The share price on 20 December 2013 was 113.8 pence; the 30 day trading average price to the date preceding the date of the award, which was used to calculate the maximum share award, was 110.7 pence. Further details of the performance conditions are set out on page 76. As at 30 June 2014, Executive Directors held the following interests in the 2011 LTSP: Date of award Outstanding at 1 July 2013 Awarded during the Year Vested during the Year Lapsed during the Year Outstanding at 30 June 2014 Performance period Johan Dippenaar 15/05/2012,1 400,000 Total 400,000 David Abery 15/05/2012,1 400,000 Total 400,000 Jim Davidson 15/05/2012,1 400,000 Total 400,000 — — — — — — — — — — — — — — — — — — 400,000 July 12 – June 16 400,000 400,000 July 12 – June 16 400,000 400,000 July 12 – June 16 400,000 1. The performance conditions applicable to the 2011 LTSP consist of: (a) carat production (50%); and (b) project delivery (50%). Further details of the performance conditions are set out in the Remuneration Policy on page 77. Petra Diamonds Limited Annual Report and Accounts 2014 87 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFODirectors’ Remuneration Report Directors’ Annual Remuneration Report continued Directors’ Annual Remuneration Report continued As at 30 June 2014, Executive Directors and Chairman held the following vested share options under the 2005 ESOS: Date of grant Exercisable from Exercise price (p) Outstanding at 1 July 2013 Granted during the Year Lapsed Exercised during during the Year the Year Outstanding at 30 June 2014 Expiry date Adonis Pouroulis 16/06/2005 16/06/2008 31/05/2006 31/05/2009 12/03/2009 12/03/2012 30/09/2009 30/09/2012 17/03/2010 17/03/2013 Total Johan Dippenaar 16/06/2005 16/06/2008 31/05/2006 31/05/2009 12/03/2009 12/03/2012 30/09/2009 30/09/2012 17/03/2010 17/03/2013 Total David Abery 16/06/2005 16/06/2008 31/05/2006 31/05/2009 12/03/2009 12/03/2012 30/09/2009 30/09/2012 17/03/2010 17/03/2013 Total Jim Davidson 16/06/2005 16/06/2008 31/05/2006 31/05/2009 12/03/2009 12/03/2012 30/09/2009 30/09/2012 17/03/2010 17/03/2013 Total 85.0 79.5 27.5 45.5 60.5 85.0 79.5 27.5 45.5 60.5 85.0 79.5 27.5 45.5 60.5 85.0 79.5 27.5 45.5 60.5 250,000 250,000 250,000 100,000 100,000 950,000 750,000 250,000 750,000 350,000 350,000 2,450,000 250,000 250,000 750,000 350,000 350,000 1,950,000 750,000 250,000 750,000 350,000 350,000 2,450,000 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 250,000 16/06/2015 250,000 31/05/2016 250,000 12/03/2019 100,000 30/09/2019 100,000 17/03/2020 950,000 750,000 16/06/2015 250,000 31/05/2016 750,000 12/03/2019 350,000 30/09/2019 350,000 17/03/2020 — 2,450,000 — — — — — 250,000 16/06/2015 250,000 31/05/2016 750,000 12/03/2019 350,000 30/09/2019 350,000 17/03/2020 — 1,950,000 — — — — — 750,000 16/06/2015 250,000 31/05/2016 750,000 12/03/2019 350,000 30/09/2019 350,000 17/03/2020 — 2,450,000 External non‑executive directorships None of the Company’s Executive Directors hold a directorship at another listed company. 88 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEDirectors’ Annual Remuneration Report continued Other disclosures Performance graph The graph below shows a comparison between the TSR for Petra shares for the five-year period to 30 June 2014 and the TSR for the companies comprising the FTSE 350 Mining Index over the same period. This index has been selected to provide a relevant sector comparator to Petra. The TSR measure is based on a 30 trading day average. Total shareholder return Based on 30 trading day average 500 400 300 200 100 0 Jun ‘09 Jun ‘10 Jun ‘11 Jun ‘12 Jun ‘13 Jun ‘14 X Petra Diamonds X FTSE 350 Mining Index Table of historic data for the Chief Executive Before the Company stepped up to the Main Market, the Company operated a different remuneration structure. Prior to FY 2012, there was no set maximum annual bonus opportunity for Executive Directors and the Company granted share options, rather than the more conventional ‘PSP’ awards with set performance criteria. Therefore it is not possible to provide fully comparable data for awards across this five-year period. AIM Main Market FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 Single figure of total remuneration (£) 507,500 879,258 1,115,496 804,361 999,998 Annual bonuses as a % of maximum1 Long-term incentives as a % of maximum2 — — — — 68% — 72.5% — 85.5% 62.2% 1. The Chief Executive’s annual bonuses for FY 2010 and 2011 were £180,000 and £170,000 respectively. 2. Prior to FY 2012, the Company granted share options to Executive Directors. At the Year end, the options vesting in the period remain unexercised and no gain has yet been realised by the Chief Executive in respect of these awards. For the purposes of the single figure for FY 2010 to FY 2013 in the table above, these options have been split into three equal tranches and valued based on the notional gain as at the first, second and third anniversaries of the original grant date. Percentage change in remuneration of the Chief Executive In FY 2014, the Chief Executive’s salary was increased by 4.5% but his benefits allowance (as a percentage of salary) was unchanged. This compares to an average increase in salaries across Petra of 8.2%. The Chief Executive’s annual bonus earned in respect of the Year increased by 23.2%. Relative importance of spend on pay The following table sets out the percentage change in payments to shareholders and overall expenditure on pay across the Group. Payments to shareholders Group employment costs FY 2014 $m nil 136.2 FY 2013 $m nil 130.7 Change % n/a 4.2% Petra Diamonds Limited Annual Report and Accounts 2014 89 OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORTFINANCIAL STATEMENTSSUPPLEMENTARY INFODirectors’ Remuneration Report Directors’ Annual Remuneration Report continued Directors’ Annual Remuneration Report continued Service contracts Director Role Executive Directors Mr Dippenaar Mr Abery Mr Davidson Chief Executive Finance Director Technical Director Non-Executive Directors Date of contract Term 28 November 2011 28 November 2011 28 November 2011 n/a n/a n/a Notice period by Company or Director 12 months 12 months 12 months Mr Pouroulis Mr Lowrie Dr Bartlett Mr Hamilton Non-Executive Chairman 28 November 2011 Senior Independent Non-Executive Director 12 September 2012 Independent Non-Executive Director 28 November 2011 Independent Non-Executive Director 28 November 2011 36 months 36 months 36 months 36 months 1 month 1 month 1 month 1 month Membership of the Committee The Committee members for FY 2014 were Gordon Hamilton (Chair), Pat Bartlett and Tony Lowrie. The Committee is responsible for determining on behalf of the Board and shareholders: » the Company’s general policy on the remuneration of the Executive Directors, the Chairman and the Senior Management team; » the total individual remuneration for the Chairman, Executive Directors and Senior Management including base salary, benefits, performance bonuses and share awards; » the design and operation of the Company’s share incentive plans; » performance conditions attached to variable incentives; and » service contracts for Executive Directors. The full Terms of Reference for the Remuneration Committee have been approved by the Board and are available on the Company’s website at www.petradiamonds.com/about-us/corporate-governance/board-committees. External advisers Where appropriate, the Chairman and Executive Directors attend Committee meetings to provide suitable context regarding the business. Individuals who attend meetings do not participate in discussions which determine their own remuneration. The Committee engages the services of Deloitte LLP (“Deloitte”) to provide independent advice to the Committee relating to remuneration matters. Deloitte is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK. The Committee is satisfied that the advice it has received from Deloitte during the Year has been objective and independent. The fees paid to Deloitte for work carried out in the financial Year ended 30 June 2014 for the Remuneration Committee totalled £47,000 and were based on a time and materials basis. During the Year Deloitte LLP also provided unrelated tax and general advisory services to the Company. Deloitte’s Tanzanian practice (a separate Deloitte Touche Tohmatsu entity) undertakes the local statutory audit for Williamson Diamonds Ltd, a subsidiary of the Petra Group. BDO LLP remain the Group auditors. Statement of shareholder voting At the last AGM on 28 November 2013, the Directors’ Remuneration Report received the following votes from shareholders: % 99.51 0.49 Number 294,535,633 1,437,990 6,212,071 295,973,623 For Against Withheld Total votes cast Gordon Hamilton Chairman of the Remuneration Committee 17 October 2014 90 Petra Diamonds Limited Annual Report and Accounts 2014 CORPORATE GOVERNANCEFinancial Statements 92 Directors’ Responsibilities Statement 93 Independent Auditors’ Report 96 Consolidated Income Statement 97 Consolidated Statement of Other Comprehensive Income 98 Consolidated Statement of Changes in Equity 100 Consolidated Statement of Financial Position 101 Consolidated Statement of Cashflows 102 Notes to the Annual Financial Statements 143 Five-year Summary of Consolidated Figures Directors’ Responsibilities Statement Directors’ responsibilities The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with the Companies Act 1981 (Bermuda) (as amended). Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors are required to prepare the Group Financial Statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. Under company law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit and loss for the Group for that period. In preparing the Financial Statements, the Directors are required to: » select suitable accounting policies and then apply them consistently; » make judgements and accounting estimates that are reasonable and prudent; » state whether they have been prepared in accordance with IFRS as adopted by the European Union, subject to any material departures disclosed and explained in the Financial Statements; and » prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 1981 (Bermuda), and as regards to the Group Financial Statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Directors’ responsibilities pursuant to “DTR4” The Directors confirm to the best of their knowledge: » the Group’s Financial Statements have been prepared in accordance with IFRS and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group; and » the Annual Report includes a fair review of the development and performance of the business and the financial position of the Group, together with a description of the principal risks and uncertainties that it faces. Fair, balanced and understandable The Board considers that the Annual Report and Accounts, taken as a whole, provides shareholders with a fair, balanced and understandable view of Petra’s business, the outlook for the future developments of the Group, as well as the principal risks and uncertainties which could affect the Group’s performance. Auditors As far as each of the Directors is aware, at the time this report was approved: » there is no relevant available information of which the auditors are unaware; and » they have taken all steps that ought to have been taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information. In accordance with Section 89 of the Companies Act 1981 (Bermuda) (as amended), a resolution to confirm the appointment of BDO LLP as auditors of the Company is to be proposed at the 2014 AGM to be held on 27 November 2014. The Financial Statements were approved by the Board of Directors on 17 October 2014 and are signed on its behalf by: David Abery Director 17 October 2014 92 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTSIndependent Auditors’ Report To the members of Petra Diamonds Limited We have audited the accompanying Financial Statements of Petra Diamonds Limited (the “Company”) which comprise the Consolidated Statement of Financial Position at 30 June 2014 and the Consolidated Income Statement, Consolidated Statement of Other Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cashflows for the Year then ended and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (“IFRS”) as adopted by the European Union. This report is made solely to the Company’s members, as a body, in accordance with the Bermuda Companies Act 1981. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Our unmodified opinion on the Financial Statements In our opinion the Financial Statements: » present fairly, in all material respects, the state of the Group’s affairs at 30 June 2014 and of its financial performance and its cashflows for the Year then ended; » have been properly prepared in accordance with IFRS as adopted by the European Union; and » have been prepared in accordance with the requirements of the Companies Act 1981 as enacted in Bermuda. Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the Financial Statements. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the Financial Statements as a whole. We determined materiality for the Financial Statements as a whole to be US$9.8 million, which equates to less than 1% of the total assets of the Group and represents 1.6% of total equity and 10% of adjusted net profit after tax. We consider total assets to be an appropriate basis for materiality given the Group’s stage of development and in particular the strategic focus on capital expansion programmes which are yet to become producing. Whilst materiality for the Financial Statements as a whole was US$9.8 million, each component of the Group was audited to a lower materiality as detailed below. We agreed with the Audit Committee (“the Committee”) that we would report to them all individual audit differences identified during the course of our audit in excess of US$0.2 million. We also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative grounds. An overview of the scope of our audit Whilst Petra Diamonds Limited is a London Stock Exchange listed company, the Group’s operating mines are located in South Africa (four significant operating mines as well as the Helam fissure mine) and Tanzania (one significant operating mine). In approaching the audit, we considered how the Group is constructed and assessed the business to be made up of six significant components being the Finsch, Cullinan, Kimberley Underground and Koffiefontein mines in South Africa, the Williamson mine in Tanzania and the Group’s head office function. Full scope audits for Group reporting purposes were performed by component auditors in South Africa over the four significant South African reporting components and by component auditors in Tanzania over the one significant component in Tanzania. Audits for Group purposes were performed by component auditors in South Africa over remaining local reporting components. The Group audit team performed audits over Petra Diamonds Limited as a stand-alone entity, along with the audit of the Group, including the significant head office component and consolidation adjustments. The combined effect of this approach covered 100% of Group revenue, profit before tax and assets. The significant component audits were performed to component materiality levels as set by the Group audit team. Materiality for these significant component audits ranged from US$0.5 million to US$3.3 million. Detailed instructions were sent to component auditors, which covered the significant areas to be covered by the audits (including the relevant risks of material misstatement detailed below), and set out the information required to be reported to the Group audit team. The Group audit team was physically present in South Africa and Tanzania at certain times during the substantive testing phase of the audits. The Group audit team was actively involved in the direction of the audits performed by the component auditors for Group reporting purposes, along with the consideration of findings and determination of conclusions drawn. The Responsible Individual and or his senior team visited three of the operating mines, attended the component clearance meetings and spent significant periods of time with the component auditors on location. Petra Diamonds Limited Annual Report and Accounts 2014 93 FINANCIAL STATEMENTSIndependent Auditors’ Report To the members of Petra Diamonds Limited continued Our assessment and response to risks of material misstatement We identified the following risks that we believe to have had the greatest impact on our audit strategy and scope and set out how we addressed those areas below: Risk Our response Carrying value of the Kimberley Underground and Helam mining assets As detailed in note 7, the assessment of any impairment to the carrying value of mining assets requires significant estimation by management. The carrying value of the Kimberley Underground mining assets represented a risk given the limited headroom noted in previous periods at the Group’s Kimberley Underground mine and continued sensitivity of the carrying value to assumptions over future diamond prices, foreign exchange rates and achieving increased production in the near future. The Helam mine was subject to a strategic business review in the Year. As a result, management have impaired the Helam mining assets by US$13.9 million to an estimate of its recoverable value. Capital expenditure The Group has incurred US$211.2 million of capital expenditure largely as part of its development of the Finsch, Cullinan and Koffiefontein mines. The existence, accuracy and completeness of capital expenditure at these mines represented a risk. Additionally, as discussed in note 14, judgement is applied by management in the allocation of costs between operating expenditure and capital expenditure and the extent to which borrowing costs meet the Group’s capitalisation criteria. This judgement added to the risk for our audit. Depreciation As detailed in note 14, the Group’s depreciation policy requires significant estimation and judgement to determine the allocation of assets to the particular orebody sections over which they will be utilised. Additionally, judgement is required in determining the estimated ore reserves and certain resources that are capable of economically viable extraction using the Group’s existing assets. This includes determination of the appropriate units of production measures for common infrastructure (such as processing plants and mine shafts) used across multiple sections of the orebody; and depreciated over reserves and resources included in the current LOM plans together with certain additional resources outside of the current LOM Plan. » We evaluated management’s impairment models against approved Life of Mine plans and our understanding of the operations, and critically challenged the key estimates and assumptions used by management for each of the Group’s operating mines but with particular focus on Kimberley Underground. » Our testing included comparison of the diamond price forecasts to prices achieved by the Group in the Year, pricing trends and market forecasts; comparison of foreign exchange rates to market spot and forward rates; recalculation of discount rates for the assets by our valuation specialists; and critical review of the forecast cost and production profiles against approved mine plans and empirical performance. » We assessed the Group’s ability to achieve forecast growth in production with reference to plant upgrades and production run rates. » We performed our own sensitivity analysis and evaluated the disclosures given in note 7. » We considered the findings of management’s strategic business review of the Helam mine to confirm the basis and accuracy of the impairment charge of US$13.9 million and the presentation of the impairment and mine’s results. » Our audit included detailed tests of controls and substantive procedures to obtain assurance as to the authorisation, accuracy and completeness of the recording and classification of capital expenditure. Verification procedures included verification of costs to source documentation and contracts. » We critically reviewed management’s allocation of costs between operating expenditure and capital expenditure to assess the allocation of such costs based on the nature of the underlying activity, supported by sample based verification testing. » We verified that the Group’s application of IFRIC 20 “Stripping Costs” was appropriate by verifying the current and historic stripping cost expenditure and challenging management’s assessment regarding the allocation and depreciation of such costs. » We critically reviewed the borrowing costs incurred and relationship to ongoing capital expenditure to assess the validity of borrowing cost capitalisation. » Our audit included the sample based re-performance of depreciation calculations and we critically challenged the significant judgements, estimates and inputs to the calculations. » We analysed the reserves and resources used in the calculations compared to the Group’s current LOM plans and Reserves and Resources Statement. We further considered the competence and independence of the Competent Person. » We reviewed the Group’s strategic plans and met with the Group’s geologists and mining engineers to assess the appropriateness of the asset allocations, units of production methodology and the reserves and resources included in the calculations. » In particular, we challenged the extent to which additional resources to those in the current approved life of mine plan were capable of extraction using the Group’s existing asset base. » We evaluated the disclosure in note 14 regarding the Group’s depreciation policy and the judgements and estimates contained therein. 94 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTSRisk Related party disclosures Our response The Group has, or has had, a number of related party relationships and transactions as detailed in note 28. The accuracy and completeness of disclosures around related party transactions represented a focus area for our audit. » We considered the completeness of disclosure of related party transactions through review of statutory information, books and records and minutes and assessed the disclosures for accuracy against information obtained in our audit. » We agreed amounts disclosed to underlying documentation and reviewed relevant agreements as part of our evaluation of the disclosures. » We assessed the controls which management have in place to detect and record related parties and made inquiries regarding related party transactions at various levels of management. The Report of the Audit Committee describes the Audit Committee’s assessment of each of these matters on pages 65 and 66. Report on other legal and regulatory requirements Under the Listing Rules we are required to review the part of the Corporate Governance Statement relating to the Company’s compliance with the nine provisions of the UK Corporate Governance Code specified for our review. Under the terms of our engagement, we are required to report to you if, in our opinion, information in the Annual Report is: » materially inconsistent with the information in the audited Financial Statements; or » apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Company acquired in the course of performing our audit; or is otherwise misleading. In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the Directors’ statement that they consider the Annual Report is fair, balanced and understandable and whether the Annual Report appropriately discloses those matters that we communicated to the Committee which we consider should have been disclosed. We have nothing to report in this respect of these matters. Respective responsibilities of Directors and auditors As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the Financial Statements in accordance with the Bermuda Companies Act 1981 and for being satisfied that they give a true and fair view. The Directors are responsible for such internal controls as the Directors determine are necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error. Our responsibility is to audit and express an opinion on the Financial Statements in accordance with applicable law and International Standards on Auditing (as issued by the International Federation of Accountants (“IFAC”)). Those standards require us to comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement. Scope of the audit of the Financial Statements An audit includes performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the auditor’s judgement, including the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the entity’s preparation and fair presentation of Financial Statements in order to design appropriate audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the Financial Statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Scott McNaughton (Responsible Individual) For and on behalf of BDO LLP Chartered accountants London 17 October 2014 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). Petra Diamonds Limited Annual Report and Accounts 2014 95 FINANCIAL STATEMENTSConsolidated Income Statement For the year ended 30 June 2014 US$ million Revenue Mining and processing costs Other direct income Exploration expenditure Corporate expenditure Impairment charge Total operating costs Financial income Financial expense Profit before tax Income tax charge Profit for the year from continuing operations Loss on discontinued operations (net of tax) Profit for the year Profit/(loss) for the year attributable to: Equity holders of the parent company Non-controlling interest Earnings per share attributable to the equity holders of the parent during the year From continuing operations: Basic profit – US$ cents Diluted profit – US$ cents From continuing and discontinued operations: Basic profit – US$ cents Diluted profit – US$ cents Notes 3 4 5 6 7 8 8 9 10 12 12 12 12 2014 471.8 (320.1) 6.7 (2.9) (13.7) (13.9) (343.9) 14.5 (18.0) 124.4 (41.0) 83.4 (15.9) 67.5 49.6 17.9 67.5 12.80 12.42 9.69 9.40 2013.1 392.5 (298.1) 6.1 (4.9) (13.6) — (310.5) 8.0 (16.0) 74.0 (25.1) 48.9 (21.0) 27.9 32.0 (4.1) 27.9 10.43 10.14 6.30 6.13 1. Comparative results have been amended to reflect the results of the Sedibeng JV and Star operations within the loss on discontinued operations (net of tax) as per the requirements of IFRS 5; refer to note 10. The notes on pages 102 to 142 form part of these Financial Statements. 96 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTSConsolidated Statement of Other Comprehensive Income For the year ended 30 June 2014 US$ million Profit for the year Exchange differences on translation of the share-based payment reserve Exchange differences on translation of foreign operations1 Exchange differences on non-controlling interest1 Profit on foreign exchanges hedges transferred directly to equity1 Recycling of foreign currency translation reserve on disposal of operations2 Valuation loss on available-for-sale financial asset1 Total comprehensive income/(expense) for the year Total comprehensive income/(expense) for the year attributable to: Equity holders of the parent company Non-controlling interest 2014 67.5 2.7 (44.3) (1.5) 3.1 8.5 — 36.0 19.6 16.4 36.0 2013 27.9 0.2 (97.9) (4.7) — — (0.1) (74.6) (65.8) (8.8) (74.6) 1. Valuation losses on available-for-sale financial assets, exchange differences arising on non-controlling interests, exchange differences on translation of foreign operations and gains on foreign exchange hedges transferred directly to equity will be reclassified to profit and loss if specific future conditions are met. 2. During the Year the Company disposed of the Sedibeng JV and Star operations and recognised a foreign exchange translation loss of US$8.5 million. There is no taxation arising from items of other comprehensive income and expense. The notes on pages 102 to 142 form part of these Financial Statements. Petra Diamonds Limited Annual Report and Accounts 2014 97 FINANCIAL STATEMENTSConsolidated Statement of Changes in Equity For the year ended 30 June 2014 US$ million At 1 July 2013 Profit for the year Other comprehensive (expense)/income Non-controlling interest disposed Transfer between reserves for exercise of options and warrants Equity share-based payments settled in cash Equity-settled share-based payments Allotments during the year: – Share options exercised – Warrants exercised At 30 June 2014 Share Foreign currency premium translation reserve account Share capital Share- based Hedging payment and other reserves reserve Retained Attributable (losses)/ earnings Non- to the controlling interest parent 86.3 654.8 (143.0) 13.9 (0.8) (40.1) 571.1 — — — — — — 0.1 0.3 — — — — — — 0.2 2.8 — (35.8) — — — — — — — 2.7 — (4.2) (0.7) 6.6 — — — 3.1 — — — — — — 49.6 — — 4.2 (3.9) — — — 49.6 (30.0) — — (4.6) 6.6 0.3 3.1 16.3 17.9 (1.5) 3.1 — — — — — Total equity 587.4 67.5 (31.5) 3.1 — (4.6) 6.6 0.3 3.1 86.7 657.8 (178.8) 18.3 2.3 9.8 596.1 35.8 631.9 The notes on pages 102 to 142 form part of the Financial Statements. 98 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTSConsolidated Statement of Changes in Equity For the year ended 30 June 2014 continued US$ million At 1 July 2012 Profit/(loss) for the year Other comprehensive (expense)/income Non-controlling interest purchased (note 10) Transfer between reserves for exercise of options and warrants Equity-settled share-based payments Allotments during the year: – Share options exercised – Warrants exercised At 30 June 2013 Share Foreign currency premium translation reserve account Share capital 85.7 651.1 (45.1) — — — — — 0.2 0.4 — — — — — 1.0 2.7 — (97.9) — — — — — 10.3 — 0.2 — (0.5) 3.9 — — Share- based Hedging payment and other reserves reserve Retained Attributable (losses)/ earnings Non- to the controlling interest parent (0.7) (63.7) 637.6 — 32.0 32.0 27.4 (4.1) Total equity 665.0 27.9 (0.1) — (97.8) (4.7) (102.5) — — — — — (8.9) (8.9) (2.3) (11.2) 0.5 — — — — 3.9 1.2 3.1 — — — — — 3.9 1.2 3.1 86.3 654.8 (143.0) 13.9 (0.8) (40.1) 571.1 16.3 587.4 Share capital The share capital comprises the issued ordinary shares of the Company at par. Share premium account The share premium account comprises the excess value recognised from the issue of ordinary shares at par less share issue costs. Foreign currency translation reserve The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of entities with a functional currency other than US Dollars and foreign exchange differences on net investments in foreign operations. Share-based payment reserve The share-based payment reserve comprises: » the fair value of employee and director options as measured at grant date and spread over the period during which the employees or directors become unconditionally entitled to the options; » the fair value of shares awarded under the 2011 Longer-term Share Plan and the 2012 Performance Share Plan measured at grant date (inclusive of market-based vesting conditions) with estimated numbers of awards to vest due to non-market based vesting conditions evaluated each period and the fair value spread over the period during which the employees or directors become unconditionally entitled to the awards; » the fair value of warrants as measured at grant date and recognised immediately to reflect the vesting conditions; » amounts transferred to retained losses in respect of exercised and lapsed warrants and options; and » amounts derecognised as part of cash settlement of vested awards originally planned for equity settlement. Hedging and other reserves The hedging reserves comprise the change in the fair value of derivative contracts which qualify as effective and are designated cashflow hedges of US$3.1 million (30 June 2013: US$nil). The other reserves comprise the cumulative gains or losses arising from available-for-sale financial assets of US$0.8 million (30 June 2013: US$0.8 million). The Directors do not consider there to be objective evidence that the available-for-sale financial asset is permanently impaired. Retained earnings/(losses) The retained earnings/(losses) comprise the Group’s cumulative accounting profits and losses incurred since incorporation. Non-controlling interest Non-controlling interest comprises amounts attributable to BEE (in South Africa) and Government (in Tanzania) shareholders in the Finsch, Cullinan, Koffiefontein, Kimberley Underground, Helam and Williamson mines. The non-controlling interest share of total comprehensive income includes US$16.4 million total comprehensive income (30 June 2013: US$8.8 million total comprehensive expense) for the Year. Petra Diamonds Limited Annual Report and Accounts 2014 99 FINANCIAL STATEMENTSConsolidated Statement of Financial Position At 30 June 2014 US$ million ASSETS Non-current assets Property, plant and equipment Available-for-sale financial assets Deferred tax asset Loans and other receivables Total non-current assets Current assets Trade and other receivables Inventories Derivative asset Cash and cash equivalents (including restricted amounts) Total current assets Total assets EQUITY AND LIABILITIES Equity Share capital Share premium account Foreign currency translation reserve Share-based payment reserve Hedging and other reserves Retained earnings/(losses) Attributable to equity holders of the parent company Non-controlling interests Total equity LIABILITIES Non-current liabilities Loans and borrowings Trade and other payables Provisions Deferred tax liabilities Total non-current liabilities Current liabilities Loans and borrowings Trade and other payables Provisions Total current liabilities Total liabilities Total equity and liabilities Notes 2014 2013 14 24 17 17 18 25 19 20 21 22 23 24 21 22 23 839.1 0.1 3.0 89.2 931.4 86.0 46.1 1.4 34.0 735.6 0.1 5.9 85.4 827.0 93.7 53.7 — 26.2 167.5 1,098.9 173.6 1,000.6 86.7 657.8 (178.8) 18.3 2.3 9.8 596.1 35.8 631.9 125.1 64.2 75.4 96.4 361.1 33.8 70.0 2.1 105.9 467.0 86.3 654.8 (143.0) 13.9 (0.8) (40.1) 571.1 16.3 587.4 109.9 65.3 67.3 64.1 306.6 37.1 64.7 4.8 106.6 413.2 1,098.9 1,000.6 The notes on pages 102 to 142 form part of the Financial Statements. The Financial Statements were approved and authorised for issue by the Directors on 17 October 2014. 100 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTSConsolidated Statement of Cashflows For the year ended 30 June 2014 US$ million Profit before taxation for the year from continuing and discontinued operations Depreciation of property, plant and equipment Impairment Increase/(decrease) in other provisions Provision for retrenchments Other finance income Net unrealised foreign exchange (gain)/loss Other finance expense Loss on disposal of discontinued operations Present value adjustment of rehabilitation provision – change in assumptions Loss on sale of property, plant and equipment Share-based payment provision Cash-settled share-based payments Operating profit before working capital changes Decrease/(increase) in trade and other receivables Increase in trade and other payables Decrease/(increase) in inventories Cash generated from operations Finance expense Taxation paid (corporate income tax) Net cash generated from operating activities Cashflows from investing activities Acquisition of property, plant and equipment (including cash interest paid and capitalised of US$9.7 million (30 June 2013 US$9.3 million)) Payments for acquisition of increased interest in the Group’s South African mines Dividend received Loans advanced to BEE partners Finance income Transfer (to)/from restricted cash deposits Net cash utilised in investing activities Cashflows from financing activities Proceeds from the issuance of share capital Increase in borrowings Repayment of borrowings Net cash generated by financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Effect of exchange rate fluctuations on cash held Cash and cash equivalents at end of the Year¹ Notes 7 8 8 8 2014 108.5 41.7 13.9 0.5 — (10.9) (3.6) 18.0 10.1 — 0.6 4.2 (4.6) 178.4 2.2 10.9 4.8 196.3 (0.2) — 196.1 2013 52.5 42.8 12.6 (0.2) 2.6 (12.7) 4.7 16.1 — (1.9) — 3.3 — 119.8 (57.3) 28.6 (15.5) 75.6 (2.6) — 73.0 (209.1) (190.6) — — (0.5) 0.3 (1.7) (0.6) 6.6 — 0.4 3.9 (211.0) (180.3) 3.4 69.4 (50.8) 22.0 7.1 14.1 (1.0) 20.2 4.3 98.9 (9.2) 94.0 (13.3) 31.3 (3.9) 14.1 1. Cash and cash equivalents in the Consolidated Statement of Financial Position includes restricted cash of US$13.8 million (30 June 2013: US$12.1 million) and unrestricted cash of US$20.2 million (30 June 2013: US$14.1 million). The cashflows specific to the discontinued operations (net of tax) are disclosed in note 10. The notes on pages 102 to 142 form part of the Financial Statements. Significant non-cash transactions which are not reflected in the Consolidated Statement of Cashflows are set out in note 29. Petra Diamonds Limited Annual Report and Accounts 2014 101 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 1. Accounting policies Petra Diamonds Limited (“Petra” or “the Company”), a limited liability company listed on the Main Market of the London Stock Exchange, is registered in Bermuda and domiciled in Jersey. The Company’s registered address is 2 Church Street, Hamilton, Bermuda. The Financial Statements incorporate the principal accounting policies set out below and in the subsequent notes to these Financial Statements, which are, except as detailed in note 1.2, consistent with those adopted in the previous year’s Financial Statements. 1.1 Basis of preparation The Financial Statements of the Company and its subsidiaries and associates (“the Group”) are prepared in accordance with International Financial Reporting Standards (IFRS and IFRIC Interpretations) issued by the International Accounting Standards Board (“IASB”), as adopted by the European Union (“IFRS”). Going concern The Group’s business activities, together with factors likely to affect its future development, performance and position, are set out in the Strategic Report. The financial position of the Group, its cashflows and borrowing facilities are set out in the Financial Review, which is part of the Strategic Report. The notes to the Financial Statements set out the Group’s objectives, policies and processes for managing its capital, exposures to credit risk, foreign exchange risk, interest rate risk and liquidity risk. The Directors have reviewed the Group’s current cash resources, funding requirements and ongoing trading of the operations. As a result of the review, the going concern basis has been adopted in preparing the Financial Statements and the Directors have no reason to believe that the Group will not be a going concern in the foreseeable future based on forecasts and available cash resources. Currency reporting The functional currency of the Company is Pounds Sterling (GBP) and the functional currency of the Group’s business transactions in Botswana and Tanzania is US Dollars. The functional currency of the South African operations is South African Rand (ZAR or R). The Group Financial Statements are presented in US Dollars (US$). ZAR balances are translated to US Dollars at R10.63 as at 30 June 2014 (30 June 2013: R9.88) and at an average rate of R10.38 for transactions during the Year ended 30 June 2014 (30 June 2013: R8.83). Financial statements of foreign entities Assets and liabilities of foreign entities (i.e. those with a functional currency other than US$) are translated at rates of exchange ruling at the financial year end; income and expenditure and cashflow items are translated at rates of exchange ruling at the date of the transaction or at rates approximating the rates of exchange at the date of the translation where appropriate. Fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the exchange rate ruling at the reporting date or the effective rate when a transaction is hedged. Exchange differences arising from the translation of foreign entities are taken directly to a foreign currency translation reserve. Foreign operations Unrealised gains and losses arising on the translation of loans to subsidiaries into the currency in which they are denominated and that are not expected to be repaid in the foreseeable future are treated as part of the net investment in foreign operations. The unrealised foreign exchange gains and losses attributable to foreign operations are taken directly to the Consolidated Statement of Other Comprehensive Income and reflected in the foreign currency translation reserve. Such unrealised gains and losses are recycled through the Consolidated Income Statement on disposal of the Group’s shares in the entity. Unrealised gains and losses arising on the translation of loans to subsidiaries into the currency in which they are denominated and that are expected to be repaid in the foreseeable future are recognised in the Consolidated Income Statement. Foreign currency transactions Transactions in foreign currencies are recorded at rates of exchange ruling at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Gains and losses arising on translation are credited to, or charged against, income. The issue of shares are included in share capital and share premium at the prevailing US$/Sterling spot rate at the date of the transaction. Significant judgements and estimates relevant to the basis of preparation Net investments in foreign operations Management assess the extent to which intra-group loans to foreign operations that give rise to unrealised foreign exchange gains and losses are considered to be permanent as equity or repayable in the foreseeable future. The foreign exchange on permanent as equity loans are recorded in foreign currency translation reserve until such time as the operation is sold, whilst the foreign exchange on loans repayable in the foreseeable future are recorded in the Consolidated Income Statement. 1.2 New standards and interpretations applied The IASB has issued the following new standards, amendments to published standards and interpretations to existing standards with effective dates on or prior to 1 July 2013 which have been adopted by the Group for the first time this Year and which have not had a material effect. The new standards and amendments relevant to the Group have been disclosed below: IFRS 13 IFRIC 20 IFRS 7 IAS 19 IAS 36 Fair Value Measurement Stripping Costs in the Production Phase of a Surface Mine Disclosures – Offsetting Financial Assets and Financial Liabilities Amendment – Employee Benefits Recoverable amount disclosures for non-financial assets Annual improvements to IFRSs (2009–2011 Cycle) 102 Petra Diamonds Limited Annual Report and Accounts 2014 Effective period commencing on or after Impact on Group 1 January 2013 No material impact 1 January 2013 No material impact 1 January 2013 No material impact 1 January 2013 No material impact 1 March 2013 No material impact 1 January 2013 No material impact FINANCIAL STATEMENTS1. Accounting policies continued IAS 19 – The amendment to IAS 19 “Employee Benefits” withdraws the corridor method that the Group previously used in its accounting policy. Before the amendments, IAS 19 permitted leaving actuarial gains and losses unrecognised if they were within a ‘corridor’ and deferred recognition of actuarial gains and losses outside the corridor in profit or loss (the corridor approach). The amendments to IAS 19 result in the elimination of the corridor approach. They also require immediate recognition of actuarial gains and losses and the return on plan assets in the Consolidated Statement of Other Comprehensive Income. There are additional amendments to presentation. The adoption of IAS 19 during the Year by the Group did not have a material impact on the results for the Year or the results of prior periods. IFRIC 20 – This interpretation applies to waste removal (stripping) costs that are incurred in surface mining activity, during the production phase of the mine (production stripping costs). The Group has open cast mining activities and so this standard is relevant. IFRIC 20 requires that, to the extent that the benefit from the stripping activity is realised in the form of inventory produced, the directly attributable costs of that activity should be treated as ore stockpile inventory. To the extent that the benefit is the improved access to ore, the directly attributable costs should be treated as a non-current ‘stripping activity asset’, if the following criteria are met: » it is probable that the future economic benefit (improved access to the orebody) associated with the stripping activity will flow to the entity; » the entity can identify the component of the orebody for which access has been improved; and » the costs relating to the improved access to that component can be measured reliably. The stripping activity asset is initially measured at cost and is treated as an enhancement of an existing asset, not as an independent asset. Subsequently the stripping activity asset is accounted for in a manner consistent with that adopted for the asset it has enhanced and is depreciated on a units of production basis over the expected useful life of the identified component of the orebody that becomes more accessible as a result of the stripping activity. The adoption of IFRIC 20 during the Year by the Group did not have a material impact on the results for the Year or the results of prior periods. New standards and interpretations not yet effective Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the Group’s accounting periods beginning after 1 July 2014 or later periods and which the Group has decided not to adopt early or which are yet to be EU endorsed. These are: IFRS 91 IFRS 10 IFRS 11 IFRS 12 IAS 27 IAS 28 IAS 321 Financial Instruments Consolidated Financial Statements Joint Arrangements Disclosure of Interests in Other Entities Amendment – Separate Financial Statements Amendment – Investments in Associates and Joint Ventures Offsetting Financial Assets and Financial Liabilities 1. Not yet adopted by the European Union. Effective period commencing on or after 1 January 2015 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 The Group is currently assessing the impact of these standards on the Financial Statements. Those anticipated to be significant or relevant to the Group are as follows: IFRS 10 – The Group holds a controlling interest in its mines and consolidates them accordingly. The Group also holds an equity accounted interest in one of its South African BEE partners. IFRS 10 introduces amendments to the definition of control under IFRS. However, the Group does not anticipate any change to its accounting treatment under IFRS 10. IFRS 12 – The new standard amends disclosures regarding interests in other entities including subsidiaries, joint arrangements, associates and unconsolidated structured entities. The disclosures are intended to help users understand the judgements and assumptions made by a reporting entity when deciding how to classify its involvement with another entity; help users understand the interest that non-controlling interests have in consolidated entities; and help users assess the nature of the risks associated with interests in other entities. The Group anticipates changes to its disclosure as a result of this standard and is currently assessing the impact. 1.3 Basis of consolidation Subsidiaries Subsidiaries are those entities over whose financial and operating policies the Group has the power to exercise control. The Group Financial Statements incorporate the assets, liabilities and results of operations of the Company and its subsidiaries. The results of subsidiaries acquired and disposed of during a financial year are included from the effective dates of acquisition to the date control ceases. Where necessary, the accounting policies of subsidiaries are changed to ensure consistency with the policies adopted by the Group. Petra Diamonds Limited Annual Report and Accounts 2014 103 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 1. Accounting policies continued Business combinations The results of business combinations are accounted for using the acquisition method. In the Consolidated Statement of Financial Position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement and Consolidated Statement of Other Comprehensive Income from the date on which control is obtained. Business combinations are deconsolidated from the date control ceases. The interest of non-controlling shareholders in the acquiree is initially measured at the non-controlling shareholders’ proportionate share of the acquiree’s identifiable net assets (after any relevant fair value adjustments to the assets, liabilities and contingent liabilities recognised as part of the business combination). All costs incurred on business combinations are charged to the Consolidated Income Statement. Changes in the Group’s ownership interests that do not result in a loss of control are accounted for as equity transactions with the existing shareholder. Transactions eliminated on consolidation Intra-group balances and transactions, and any gains or losses arising from intra-group transactions, are eliminated in preparing the Consolidated Financial Statements. Unrealised gains arising from transactions with associates are eliminated to the extent of the Group’s interest in the enterprises. Unrealised gains arising from transactions with associates are eliminated against the investment in the associates. Unrealised losses on transactions with associates are eliminated in the same way as unrealised gains except that they are only eliminated to the extent that there is no evidence of impairment. Non-controlling interests Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination. The non-controlling interests’ share of losses, where applicable, are attributed to the non-controlling interests irrespective of whether the non-controlling shareholders have a binding obligation and are able to make an additional investment to cover the losses. 1.4 Revenue Revenue comprises net invoiced diamond sales to customers excluding VAT. Diamond sales are made through a competitive tender process and recognised when significant risks and rewards of ownership are transferred to the buyer, costs can be measured reliably and receipt of future economic benefits is probable. This is deemed to be the point at which the tender is awarded. 1.5 Key estimates and judgements The preparation of the Consolidated Financial Statements requires management to make estimates and judgements and form assumptions that affect the reported amounts of the assets and liabilities, reported revenue and costs during the periods presented therein, and the disclosure of contingent liabilities at the date of the Financial Statements. Estimates and judgements are continually evaluated and based on management’s historical experience and other factors, including future expectations and events that are believed to be reasonable. The estimates and assumptions that have a significant risk of causing a material adjustment to the financial results of the Group in future reporting periods are discussed in the relevant sections of this report and summarised as follows: Key estimate or judgement Net investments in foreign operations judgements Life of mine and ore reserves and resources estimates and judgements Impairment review estimates and judgements Capitalisation of borrowing costs judgement Taxation judgement Depreciation judgements Inventory and inventory stockpile estimates Provision for rehabilitation estimates Valuation of share options and share-based incentives Pension scheme estimates Post-retirement medical fund estimates Note 1.1 7 7 8 and 14 9 14 18 23 27 31 32 2. Segment information Significant accounting policies relevant to segmental reporting A segment is a distinguishable component of the Group that is engaged either in providing mining or exploration activities, or in providing products or services within a particular economic environment, which is subject to risks and rewards that are different from those of other segments. The basis of segment reporting is representative of the internal structure used for management reporting. Segment information is presented in respect of the Group’s operating and geographical segments: » Mining: the extraction and sale of rough diamonds from mining operations in South Africa and Tanzania. » Exploration: exploration activities in Botswana. Management reviews the Group’s performance by reviewing the results of the mining activities in South Africa and Tanzania, reviewing the results of exploration activities in Botswana and reviewing the corporate administration expenses in Jersey. Each segment derives, or aims to derive, its revenue from diamond mining and diamond sales, except for the corporate and administration cost centre. 104 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS2. Segment information continued Segment results, assets and liabilities include items directly attributable to a segment, as well as those that can be allocated on a reasonable basis. Segment results are calculated after charging direct mining costs, depreciation and other income and expenses. Unallocated items comprise mainly interest-earning assets and revenue, interest-bearing borrowings and expenses and corporate assets and expenses. Segment capital expenditure is the total cost incurred during the Year to acquire segment assets that are expected to be used for more than one period. Eliminations comprise transactions between Group companies that are cancelled on consolidation. The results are not materially affected by seasonal variations. Revenues are generated from tenders held in South Africa and Antwerp for external customers from various countries, the ultimate customers of which are not known to the Group. The Group’s non-current assets are located in South Africa US$824.3 million (30 June 2013: US$730.0 million), Tanzania US$106.5 million (30 June 2013: US$96.5 million), Botswana US$0.5 million (30 June 2013: US$0.4 million) and Jersey US$0.1 million (30 June 2013: US$0.1 million). The Group’s property, plant and equipment included in non-current assets are located in South Africa US$732.1 million (30 June 2013: US$638.7 million), Tanzania US$106.5 million (30 June 2013: US$96.5 million) and Botswana US$0.5 million (30 June 2013: US$0.4 million). South Africa – mining activities Tanzania – mining activities Botswana Jersey Finsch 2014 183.7 Cullinan 2014 Koffiefontein 2014 Kimberley Underground 2014 Fissure Mine (Helam) 2014 Williamson 2014 Exploration 2014 Corporate administration 2014 Inter- segment 2014 Consolidated 2014 162.8 26.7 38.8 5.9 53.9 — — — 471.8 82.0 75.5 — 1.9 — 1.0 83.9 76.5 5.2 — 0.5 5.7 3.5 — 0.1 3.6 (16.3) (13.9) 3.0 (27.2) 1.0 — 0.2 1.2 (2.9) (13.7) 0.8 135.1 — — — — — — (13.9) 6.7 (2.9) (13.7) 0.8 127.9 14.5 (18.0) (41.0) (15.9) (17.9) 49.6 337.2 581.0 129.8 235.5 345.2 121.7 67.8 93.1 30.7 78.5 95.7 10.1 11.3 141.7 1.0 1,944.9 (2,126.5) 1,098.9 56.2 260.5 34.7 912.4 (1,594.9) 467.0 1.0³ 8.9 0.2 1.9 (2.5) 211.2 Operating segments US$ million Revenue Segment result1 Impairment charge Other direct income Operating profit/(loss)2 Financial income Financial expense Income tax expense Loss on discontinued operations (net of tax) Non- controlling interest Profit attributable to equity holders of the parent company Segment assets Segment liabilities Capital expenditure 1. The segment result includes total depreciation of US$41.7 million comprises depreciation incurred at Finsch US$13.0 million, Cullinan US$7.7 million, Koffiefontein US$2.0 million, Kimberley Underground US$4.3 million, Helam US$10.8 million, Williamson US$3.3 million, Exploration US$0.1 million and Corporate administration US$0.5 million. 2. Operating profit is equivalent to revenue of US$471.8 million less total operating costs of US$343.9 million as disclosed in the Consolidated Income Statement. 3. Capital expenditure at Helam includes work in progress of US$0.3 million in respect of the manufacture of plant and equipment for other mines within the Group. Other direct income in respect of Helam includes US$13.5 million of revenue and US$14.8 million of costs in respect of the Helam projects division for the manufacture of plant and equipment for other mines within the Group. Segment assets and liabilities include inter-company receivables and payables which are eliminated on consolidation. Petra Diamonds Limited Annual Report and Accounts 2014 105 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 2. Segment information continued South Africa – mining activities Tanzania – mining activities Botswana Jersey Operating segments US$ million Revenue Segment result1 Other direct income Operating profit/(loss)2 Financial income Financial expense Income tax expense Loss from discontinued operations (net of tax) Non- controlling interest Profit attributable to equity holders of the parent company Segment assets Segment liabilities Capital expenditure Finsch 2013 160.6 Cullinan Koffiefontein Underground 2013 2013 2013 Kimberley Fissure Mine4 Corporate (Helam) Williamson Exploration administration 2013 2013 2013 2013 Inter- segment Consolidated 2013 2013 133.0 16.6 33.4 7.0 41.9 — — — 392.5 61.2 49.5 (9.4) (0.2) 3.0 1.7 0.6 0.2 (3.7) (0.8) (3.8) (4.9) (13.6) 0.8 75.9 0.4 — — 1.0 6.1 64.2 51.2 (8.8) — (4.5) (3.4) (4.9) (13.6) 1.8 82.0 8.0 (16.0) (25.1) (21.0) 4.1 32.0 241.5 542.8 92.2 87.9 85.9 121.1 0.9 1,824.8 (1,996.5) 1,000.6 186.0 322.9 88.2 106.1 131.9 240.0 31.7 877.1 (1,570.7) 413.2 48.6 89.0 20.4 21.6 7.03 11.7 — 5.4 (12.5) 191.2 1. The segment result includes total depreciation of US$42.3 million comprises depreciation incurred at Finsch US$15.8 million, Cullinan US$11.2 million, Koffiefontein US$2.2 million, Kimberley Underground US$9.0 million, Helam US$1.2 million, Williamson US$2.5 million, Exploration US$0.1 million and Corporate administration US$0.3 million. 2. Operating profit is equivalent to revenue of US$392.5 million less total operating costs of US$310.5 million as disclosed in the Consolidated Income Statement. 3. Capital expenditure at Helam includes work in progress of US$4.4 million in respect of the manufacture of plant and equipment for other mines within the Group. Other direct income in respect of Helam includes US$35.9 million of revenue and US$36.9 million of costs in respect of the Helam projects division for the manufacture of plant and equipment for other mines within the Group. 4. The prior year numbers have been restated due to a reclassification of the Sedibeng JV and Star results to loss on discontinued operations (net of tax). Segment assets and liabilities include inter-company receivables and payables which are eliminated on consolidation. 3. Mining and processing costs Significant accounting policies relevant to mining and processing costs, other direct income, exploration expenditure and corporate expenditure Refer to notes 11, 14, 18, and 27 for the Group’s policies, relevant to the significant cost lines below, on employment costs, depreciation, inventories, share-based payments and related key judgements and estimates. Exploration and evaluation costs Exploration and evaluation costs on greenfield sites are written off in the year in which they are incurred. Pre-production expenditure is only capitalised once feasibility studies indicate commercial viability and the Board takes the decision to develop the project further. Capitalisation of pre-production expenditure ceases when the project is capable of commercial production whereupon it is amortised on a units of production basis. Exploration and evaluation expenditure on brownfield sites, being those adjacent to deposits already being mined or where the economic feasibility of existing deposits have been proven, is capitalised within mineral properties. Amortisation only occurs upon commencement of commercial production. No brownfield exploration costs have been capitalised in the Consolidated Statement of Financial Position. 106 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS3. Mining and processing costs continued US$ million Raw materials and consumables used Employee expenses Depreciation of mining assets Diamond royalty Changes in inventory of finished goods and stockpiles 4. Other direct income US$ million Loss on disposal of fixed assets Revaluation of environmental rehabilitation liability – change in assumption/estimate Other mining income 5. Exploration expenditure US$ million Employee expenses Depreciation of exploration assets Drilling, sampling and air survey expenses Rental and equipment hire Other exploration expenses 6. Corporate expenditure US$ million Auditors’ remuneration – Audit services1 – Audit-related services – Non-audit services2 Depreciation of property, plant and equipment Operating lease rentals – buildings Other charges Share-based expense – Directors Share-based expense – Senior Management Other staff costs Total staff costs 2014 142.5 128.2 41.1 4.5 3.8 320.1 2014 0.6 — (7.3) (6.7) 2013 144.4 122.0 41.9 3.6 (13.8) 298.1 2013 — (1.9) (4.2) (6.1) 2014 2013 1.0 0.1 1.3 0.1 0.4 2.9 1.0 0.1 3.0 0.1 0.7 4.9 2014 2013 0.8 0.1 0.5 0.5 0.8 4.0 2.1 0.5 4.4 7.0 0.7 — — 0.3 0.7 4.2 1.4 0.5 5.8 7.7 13.7 13.6 1. Audit fees for the Year ended 30 June 2014 stated above refer to fees for the FY 2013 audit; audit fees for the Year ended 30 June 2013 refer to fees for the FY 2012 audit. 2. Non-audit services refer to corporate finance services and ESG training. Refer to the Audit Committee Report on page 67 for further information. All share-based payments are in respect of equity-settled share option schemes and share award schemes as stated in note 27. 7. Impairment of operational assets and investments Significant accounting policies relevant to impairment The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If there is any indication that an asset may be impaired, its recoverable amount is estimated. The recoverable amount is the higher of its fair value less cost to sell and its value in use. In assessing value in use, the expected future pre-tax cashflows from the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The LOM plan is the approved management plan at the reporting date for ore extraction and its associated capital expenditure. The capital expenditure included in the impairment model does not include capital expenditure to enhance the asset performance outside of the existing LOM plan. Details of each LOM are provided on page 110. The ore tonnes included in the Reserves and Resources Statement, which management considers economically viable, often includes ore tonnes in excess of those used in the LOM model and therefore the impairment test. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Petra Diamonds Limited Annual Report and Accounts 2014 107 FINANCIAL STATEMENTS Notes to the Annual Financial Statements For the year ended 30 June 2014 continued 7. Impairment of operational assets and investments continued For an asset that does not generate cash inflows that are largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Each mine represents a separate cash-generating unit. An impairment loss is recognised in the Consolidated Income Statement whenever the carrying amount of the cash-generating unit exceeds its recoverable amount. A previously recognised impairment loss is reversed if the recoverable amount increases as a result of a change in the estimates used to determine the recoverable amount, but not to an amount higher than the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised in prior years. Significant judgements and estimates relevant to impairment Life of mine and ore reserves/resources There are numerous risks inherent in estimating ore reserves and resources and the associated current LOM plan. The LOM plan is the current approved management plan for ore extraction that considers specific ore reserves and resources and associated capital expenditure. The LOM plan frequently includes less tonnes than the total reserves and resources that are set out in the Group’s Reserves and Resources Statement and which management may consider to be economically viable and capable of future extraction. Management must make a number of assumptions when making estimates of reserves and resources, including assumptions as to exchange rates, rough diamond and other commodity prices, recovery and production rates. Any such estimates and assumptions may change as new information becomes available. Changes in exchange rates, commodity prices, recovery and production rates may change the economic viability of ore reserves and resources and may ultimately result in the restatement of the ore reserves and resources and potential impairment to the carrying value of the mining assets and LOM. The current LOM plan is used to determine the ore tonnes and capital expenditure in the impairment tests. Ore reserves and resources, both those included in the LOM and certain additional tonnes contained within the Group’s Reserves and Resources statement which form part of reserves and resources considered to be sufficiently certain and economically viable, also impact the depreciation of mining assets depreciated on a unit of production basis (refer to note 14). Ore reserves and resources further impact the estimated date of decommissioning and rehabilitation (refer to note 23). Impairment reviews While conducting an impairment review of its assets, the Group exercises judgement in making assumptions about future rough diamond prices, volumes of production, ore reserves and resources included in the current LOM plans, feasibility studies, future development and production costs and macroeconomic factors such as inflation and discount rates. Changes in estimates used can result in significant changes to the Consolidated Income Statement and Consolidated Statement of Financial Position. The Group prepares value in use impairment models and assesses mining assets for impairment. The net present value exceeds the carrying value of the Kimberley Underground mining assets by 85% (30 June 2013: 20%) but remains sensitive to rough diamond prices, foreign exchange rates, forecasted growth in production rates and the successful exploitation of orebodies. 30 June 2014 During the Year to 30 June 2014, the Group reviewed the Helam operational assets for indicators of impairment. Impairment of property, plant and equipment was considered appropriate given the outcome of the business review exercise. The Group recognised a Consolidated Income Statement charge of US$13.9 million, being management’s estimate of fair value less costs to sell the Helam assets. Detail of the impairment assessment is shown below. Impairment US$ million Helam Total Asset class Property, plant and equipment Mineral properties Underground development Buildings Mining property, plant and equipment Segment Impairment Fissure mines 13.9 4.1 4.5 1.2 4.1 13.9 Carrying value 1.3 1.3 108 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS7. Impairment of operational assets and investments continued 30 June 2013 At 31 December 2012, the Group had, in conjunction with its BEE partners, decided to undertake a sale process in respect of its fissure mine operations, comprising the Helam, Sedibeng JV and Star mines in South Africa (the “Fissure Mines”). On initial reclassification of the Fissure Mines as held for sale, the Group recognised Consolidated Income Statement charges of US$17.8 million, being management’s re-measurement to fair value less costs to sell the discontinued Fissure Mines in a disposal group, allocated to property, plant and equipment. During H2 FY 2013, the sale process was concluded without an acceptable funded offer being received. The mines were declassified out of held for sale status accordingly and the fair value adjustment of US$17.8 million was reversed to the extent of the lower of carrying value (adjusted for depreciation that would have arisen), value in use and fair value less cost to sell of each mine as assessed following the end of the sale process. The reversal totalled US$5.2 million. Accordingly, the Group recognised an impairment loss for the year relating to operational assets at Sedibeng JV and Star of US$12.6 million. The Group formally decided to put both Sedibeng JV and Star on care and maintenance, meaning that they would not be actively mined until the economic viability of those mines improve. Management reviewed the Helam operational assets for indicators of impairment and following the assessment no impairment of property, plant and equipment was considered appropriate at 30 June 2013. Details of the impairment test assessments are shown in notes 7.1 and 7.2. Impairment US$ million Sedibeng JV Star Total Asset class Property, plant and equipment Mineral properties Underground development Buildings Mining property, plant and equipment Property, plant and equipment Mineral properties Underground development Buildings Mining property, plant and equipment Segment Impairment Carrying value post-impairment Fissure mines 11.8 1.8 Fissure mines 3.4 3.4 0.9 4.1 0.8 — 0.2 — 0.6 0.5 12.6 2.3 The prior year impairment charge related to Sedibeng JV and Star and has been reclassified within the loss from discontinued operations comparatives. Refer to note 10. 7.1 Impairment testing assumptions a) Impaired operations: Helam 30 June 2014 The recoverable value for Helam was derived by estimating the expected value to be recovered through the sale of the assets, less cost to sell, which gave rise to a value in excess of the value in use. 30 June 2013 The recoverable values for Sedibeng JV and Star were derived by estimating the expected values to be recovered through the sale of these assets, less cost to sell, which gave rise to a value in excess of the value in use. Petra Diamonds Limited Annual Report and Accounts 2014 109 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 7. Impairment of operational assets and investments continued 7.2 Impairment tests – other mining operations 30 June 2014 and 30 June 2013 a) Non-impaired operations The Group performs impairment testing on an annual basis of all operations and when there are potential indicators which may require impairment. In addition to Helam, the Group also performed impairment testing for Finsch, Cullinan, Koffiefontein, Kimberley Underground and Williamson. The results of the impairment testing performed did not indicate any impairments on the remaining mining operations. As set out in the Group’s accounting policies, only reserves and resources and capital expenditure plans included within the Group’s LOM plans are used. The key assumptions used in determining the recoverable value calculations, determined on a value in use basis, are listed in the table below: Key assumptions Explanation Recoverable value of reserves and resources Economically recoverable reserves and resources are based on management’s expectations based on the availability of reserves and resources at mine sites and technical studies undertaken in-house and by third party specialists. Resources remaining after the current LOM plans have not been included in impairment testing for the above operations. Life of mine – reserves and resources LOM – capital expenditure Diamond prices Finsch – LOM includes Block 5 over the next 16 years (30 June 2013: 17 years); total resource processed 58.6 Mt (52.8 Mt underground ROM and 5.8 Mt tailings) (30 June 2013: 74.5 Mt (53.0 Mt underground ROM and 21.5 Mt tailings)) at a rate of 5.4 Mtpa (2.8 Mtpa underground ROM tonnes and 2.6 Mtpa tailings tonnes) (30 June 2013: 5.5 Mtpa (2.8 Mtpa underground ROM tonnes and 2.7 Mtpa tailings tonnes) reducing to 3.5 Mtpa (3.5 Mtpa underground ROM tonnes and 0.0 Mtpa tailings tonnes)) (30 June 2013: 6.2 Mtpa (3.2 Mtpa underground ROM tonnes and 3.0 Mtpa tailings tonnes)). Cullinan – LOM includes C-Cut Phase 1 and reprocessing of certain tailings over the next 16 years (30 June 2013: 17 years); total resource processed 95.6 Mt (54.9 Mt underground ROM and 40.7 Mt tailings) (30 June 2013: 101 Mt (57.6 Mt underground ROM and 43.4 Mt tailings)) at a rate of 5.4 Mtpa (2.7 Mtpa underground ROM tonnes and 2.7 Mtpa tailings tonnes) (30 June 2013: 5.5 Mtpa (2.8 Mtpa underground ROM tonnes and 2.7 Mtpa tailings tonnes)) increasing to 6.7 Mtpa (4.0 Mtpa underground ROM tonnes and 2.7 Mtpa tailings tonnes) (30 June 2013: 6.7 Mtpa (4.0 Mtpa underground ROM tonnes and 2.7 Mtpa tailings tonnes)). Koffiefontein – 11 years (30 June 2013: 12 years) LOM plan; total resource processed 12.8 Mt (11.7 Mt underground ROM and 1.1 Mt surface/tailings tonnes) (30 June 2013: 14.2 Mt (12.0 Mt underground ROM tonnes and 2.2 Mt surface/tailings tonnes)) at a rate of 1.5 Mtpa (0.7 Mtpa underground ROM tonnes and 0.8 Mtpa surface/tailings tonnes) (30 June 2013: 1.5 Mtpa (0.3 Mtpa underground and 1.2 Mtpa surface/tailings tonnes) reducing to 1.1 Mtpa (1.1 Mtpa underground and 0.0 Mtpa surface/tailings tonnes)). Kimberley Underground – 12 years (30 June 2013: 13 years) LOM plan; total resource processed 13.2 Mt (30 June 2013: 12.8 Mt) at a rate of 1.17 Mtpa increasing to 1.25 Mtpa (30 June 2013: 1.1 Mtpa increasing to 1.25 Mtpa). Williamson – 19 years (30 June 2013: 20 years) LOM plan: total resource processed 92.3 Mt (30 June 2013: 95.5 Mt) at a rate of 4.2 Mtpa (3.7 Mtpa surface ROM and 0.5 Mtpa alluvial tonnes) increasing to 5.0 Mtpa (5.0 Mtpa surface ROM and 0.0 Mtpa alluvial tonnes) (30 June 2013: 3.9 Mtpa (3.6 Mtpa surface ROM tonnes and 0.3 Mtpa alluvial tonnes) increasing to 5.0 Mtpa (5.0 Mtpa surface ROM and 0.0 Mtpa alluvial tonnes)). Management has estimated the timing and quantum of the capital expenditure based on the Group’s current LOM plans for each operation. There is no inclusion of capital expenditure to enhance the asset beyond exploitation of the LOM plan orebody. Diamond prices are based on guidance prices as shown on page 17. The ROM US$/carat price range used in the calculations was US$140–US$800 (30 June 2013: US$140–US$650). 110 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS7. Impairment of operational assets and investments continued Key assumptions Explanation Discount rate The discount rate used for the South African operations represents the before-tax risk-free rate per the RSA Government bonds adjusted for market risk, volatility and risks specific to the asset. Inflation rate Exchange rates The discount rate used for Williamson represents the before-tax risk-free rate per the Tanzanian Government bonds adjusted for market risk, volatility and risks specific to the asset. Long-term inflation rate of 4.0% (30 June 2013: 4.0%) above a long-term US inflation rate of 2.5% (30 June 2013: 2.5%) per annum was used for US$ diamond prices. Long-term inflation rates of 3.5%–7.5% (30 June 2013: 3.5%–7.5%) above the prevailing US$ inflation rate were used for Opex and Capex valuations. Exchange rates are based on external market consensus and after considering long-term market expectations. The US$/R exchange rate range used commenced at R10.30 (30 June 2013: R9.00), further devaluing at 3.5% (30 June 2013: 3.5%) per annum. Valuation basis Discounted present value of future cashflows. Sensitivity The mine with the lowest headroom is Kimberley Underground at 85.0%. Management notes that a 19.3% movement in diamond prices or a 52.0% movement in production (for FY 2015, FY 2016 and FY 2017) or a 19.4% movement in foreign exchange rates as compared to the R10.30/US$1 base foreign exchange rate for FY 2015 at Kimberley Underground would result in a break-even impairment scenario. The impairment test includes initial increased production tonnes of 29% for FY 2015 versus FY 2014. The diamond prices used in the impairment test have been set with reference to recent achieved pricing and market trends and long-term diamond price escalators reflect the Group’s assessment of market supply/demand fundamentals, although short-term volatility remains possible within the market. Foreign exchange rates of R10.30/US$1 are considered to be conservatively forecast given current exchange rates, but the US$/R exchange rate volatility remains. The production growth included in the forecasts are considered achievable given recent plant upgrades and processing rates. 8. Net financing (expense)/income Significant accounting policies relevant to net financial (expense)/income Finance income comprises income from interest and finance related exchange gains and losses. Interest is recognised on a time apportioned basis, taking account of the principal outstanding and the effective rate over the period to maturity, when it is probable that such income will accrue to the Group. Borrowing costs, including any up-front costs and warrant costs, that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. The commencement date for capitalisation is when (a) the Group incurs expenditures for the qualifying asset; (b) it incurs borrowing costs; and (c) it undertakes activities that are necessary to prepare the asset for its intended use or sale. Capitalisation of borrowing costs continues up to the date when the assets are substantially ready for their use or sale. When the Group’s borrowings are refinanced, the difference between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is accelerated when the refinancing is considered to be a substantial modification of terms. The refinancing is considered a substantial modification if either the quantitative tests set out by IFRS are breached or the Directors consider the qualitative factors (coupon rate, security, term, etc.) to be a substantial modification. Other borrowing costs are recognised as an expense in the period in which the borrowing cost is incurred. Refer to notes 1.1, 23 and 26 for the Group’s policy on foreign exchange, unwinding of rehabilitation provisions and derivative instruments together with key estimates and judgements. Petra Diamonds Limited Annual Report and Accounts 2014 111 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 8. Net financing (expense)/income continued US$ million Net unrealised foreign exchange gains/(losses) Interest received on BEE loans and other receivables1 Interest received bank deposits1 Realised foreign exchange gains Financial income1 Gross interest on bank loans and overdrafts1 Interest on bank loans and overdrafts capitalised1 Net interest expense on bank loans and overdrafts Other debt finance costs, including BEE loan interest and facility fees1 Unwinding of present value adjustment for rehabilitation costs Realised foreign exchange losses on the settlement of foreign loans and forward exchange contracts Financial expense1 Net financial expense 2014 3.6 10.4 0.3 0.2 14.5 (11.4) 9.7 (1.7) (9.4) (3.8) (3.1) (18.0) (3.5) 2013 (4.7) 9.2 0.4 3.1 8.0 (17.3) 12.3 (5.0) (8.2) (2.5) (0.3) (16.0) (8.0) 1. Calculated using the effective interest method in respect of financial liabilities calculated at amortised cost. Included in the prior year interest on bank loans and overdrafts is the extinguishment of historical borrowing costs on refinancing as a result of a significant modification in the financing arrangements as detailed in note 21. 9. Taxation Significant accounting policies relevant to taxation Current tax comprises tax payable calculated on the basis of the expected taxable income for the Year, using the tax rates enacted or substantively enacted at the reporting date, and any adjustment of tax payable for previous years. Deferred tax is provided using the balance sheet liability method, based on temporary differences. Temporary differences are differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax base. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax is charged to the Consolidated Income Statement except to the extent that it relates to a transaction that is recognised directly in other comprehensive income or a business combination that is an acquisition. The effect on deferred tax of any changes in tax rates is recognised in the Consolidated Income Statement, except to the extent that it relates to items previously charged or credited directly to other comprehensive income. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Significant judgements and estimates relevant to taxation The Group has received a number of historical tax claims in respect of its Tanzanian mining operation, relating to the period prior to the operations being acquired by the Group, together with additional claims during the Group’s ownership. A significant element of the claims is being disputed by the Group. Where a claim is considered probable the Group has raised a provision. Judgement is applied in making assumptions about recognition of deferred tax assets. Judgement is required in respect of recognition of such deferred tax assets including the timing and value of estimated future taxable income and available tax losses, as well as the timing of rehabilitation costs and the availability of associated taxable income. 112 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS9. Taxation continued US$ million Current taxation – Current tax Deferred taxation – Current period (origination and reversal of temporary differences) Reconciliation of tax rate – Profit before taxation from continuing operations – Loss before taxation from discontinuing operations – Profit before taxation Tax at South African corporate rate of 28% Effects of: – Tax charge at rates in foreign jurisdictions – Non-deductible expenses – Non-taxable income – Recognition of tax losses and timing differences previously unrecognised – Tax losses and timing differences not recognised Total tax charge Tax charge on continuing operations Tax credit on discontinued operations 2014 0.7 40.3 41.0 124.4 (15.9) 108.5 30.4 2.0 2.8 (1.8) (2.6) 10.2 41.0 41.0 — 2013 — 25.1 25.1 74.0 (21.5) 52.5 14.7 3.5 4.5 (7.6) — 9.5 24.6 25.1 (0.5) During the Year, the Group utilised US$2.6 million (30 June 2013: US$nil) in taxation benefits of previously unrecognised tax losses which reduces the current taxation payable. Tax losses not utilised do not have an expiry period in the country in which they arise, unless the entity ceases to continue trading. Gross tax losses available but not utilised as at 30 June 2014 amount to US$91.8 million (30 June 2013: US$147.0 million) and primarily arise in South Africa and Tanzania; amounts stated provide tax benefit at 28%, being the tax rate in South Africa, and 30%, being the tax rate in Tanzania. Gross other temporary differences as at 30 June 2014 amount to US$21.1 million (30 June 2013: US$24.6 million) and arise in South Africa. 10. Acquisitions and disposals Significant accounting policies relevant to acquisitions and disposals Refer to note 1.3 for the Group’s policy relevant to business combinations. On disposal, the profit or loss on disposal is calculated as the fair value of consideration received, less the net book value of the Group’s share of assets and liabilities disposed. Unrealised foreign exchange gains and losses on historic retranslation of the subsidiaries results into US Dollars are recycled to the Consolidated Income Statement. The Group designates the results of discontinued activities, including those of disposed subsidiaries, separately in accordance with IFRS and reclassifies the results of the operation in the comparative period from continuing to discontinued operations. The Group does not consider mines held on care and maintenance to be discontinued activities unless the mine is abandoned. Where the Group acquires interests in a company which holds non-controlling interests in the Group’s existing consolidated subsidiaries, the acquisition is treated as a change in the Group’s ownership interests that does not result in a loss of control and is accounted for as an equity transaction with the existing shareholders, reflecting the economic objective of the transaction. As a result, the non-controlling interest is reduced and the difference between the consideration paid and non-controlling interest reduction is recognised within retained losses. Subsequent to acquisition, the Group reflects profits and losses attributable to the shareholders of the parent company based on the effective interest (direct and indirect interests). Petra Diamonds Limited Annual Report and Accounts 2014 113 FINANCIAL STATEMENTS Notes to the Annual Financial Statements For the year ended 30 June 2014 continued 10. Acquisitions and disposals continued 30 June 2014 Disposal of Sedibeng JV and Star On 30 April 2014, the Company, in conjunction with its BEE partners, disposed of the entire share capital of its subsidiaries Messina Investments (Pty) Ltd and Autumn Star Investment Holdings (Pty) Ltd, which held the Group’s Sedibeng JV and Star mines (“the Mines”) in South Africa, for a deferred consideration of R25.0 million (US$2.4 million). These Mines formed part of the operating segment called “Fissure Mines” for the purposes of the Group’s segmental reporting, as disclosed in note 2, but the Sedibeng JV and Star mines were separate cash-generating units and in totally separate geographic locations to the other fissure mine, Helam. The results of the discontinued operations included in the Consolidated Income Statement and the cashflows from discontinued operations included in the Consolidated Statement of Cashflows are set out below. US$ million a) Net assets disposed of other than cash: Property, plant and equipment Long-term advances Trade and other receivables Inventories Cash Total assets Rehabilitation provision Total liabilities Non-controlling interest recycled on disposal Net assets b) Result of discontinued operations: Revenue Cost of sales Gross loss Finance income Finance costs Loss before taxation Income tax credit Loss after tax before impairment charge and transaction costs Transaction costs Impairment charge Net loss for the year c) Post-tax loss on disposal of discontinued operations: Consideration received on disposal Less: net assets disposed (including US$3.1 million of non-controlling interest accumulated loss) Less: foreign currency translation reserve recycled on disposal Loss on disposal of discontinued operations Less: net loss for the period Loss on discontinued operations d) The Consolidated Statement of Cashflows includes the following amounts relating to discontinued operations: Operating activities Investing activities Net cash utilised in discontinued operations 1 July 2013– 30 April 2014 1 July 2012– 30 June 2013 2.2 0.2 0.1 0.2 — 2.7 (1.8) (1.8) 3.1 4.0 0.8 (6.6) (5.8) — — (5.8) — (5.8) — — (5.8) 2.4 (4.0) (8.5) (10.1) (5.8) (15.9) (5.5) (0.2) (5.7) 10.2 (18.5) (8.3) 0.1 (0.1) (8.3) 0.4 (7.9) (0.5) (12.6) (21.0) (4.5) (3.6) (8.1) 114 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS10. Acquisitions and disposals continued 30 June 2013 Acquisition of 49.24% of Nelesco 651 (Pty) Ltd With effect from 1 January 2013, the transaction whereby the Group acquired a 49.24% interest in Nelesco 651 (Pty) Ltd (“Nelesco”) completed. Nelesco owns 100% of the shares of Sedibeng Mining (Pty) Ltd (“Sedibeng Mining”). Sedibeng Mining has direct and indirect interests in each of Petra’s South African operations. Sedibeng Mining has no investments other than its interests in these mines. Petra consolidated the mines prior to the increase in its effective interest. Mine Finsch Cullinan Koffiefontein Kimberley Underground Helam Sedibeng JV Star Sedibeng Mining’s interest % Resultant Group’s effective interest % 17.01 6.16 15.00 26.00 26.00 25.50 26.00 82.38 77.03 81.39 86.80 86.80 87.06 86.80 The total cash consideration paid by Petra was US$17.8 million. The total included US$11.2 million paid as consideration for the Group’s acquisition of the interest in its non-controlling interests and US$6.6 million consideration paid to acquire Nelesco, as an equivalent amount of cash was retained in Nelesco at completion and was wholly attributable to the Group under the terms of the transaction. The Company paid US$0.6 million during the year ended 30 June 2013 with all other amounts having been paid to vendor in prior periods (which were classified under trade and other receivables in the Consolidated Statement of Financial Position). On completion of the transaction, the Group became entitled to a dividend of US$6.6 million from Nelesco and received US$6.6 million in cash. Effect of the acquisition The purchase had the following effect on the Group: US$ million Book value of additional effective % interest acquired Fair value of consideration paid: – Settled in cash Excess of carrying value of additional effective % interest purchased over fair value consideration paid (2.3) 11.2 (8.9) The acquisition of the non-controlling interests was treated as a change in the Group’s ownership interests that did not result in a change of control. This was accounted for as an equity transaction with the existing shareholders, reflecting the economic objective of the transaction which was to increase the Group’s effective ownership of its mines. The carrying value of the effective percentage interest acquired of US$2.3 million as at 1 January 2013 was deducted from the Group’s non-controlling interest balance relating to the Group’s mines. The US$8.9 million deficit of the carrying value of the effective percentage acquired in the Group’s mines over the fair value consideration of US$11.2 million was recognised directly in equity and attributed to the Group. The initial investment in associate value of US$6.6 million was reduced to US$nil by the US$6.6 million dividend on completion. Nelesco has no significant other profits or losses since the Group acquired its interest. 11. Director and employee remuneration Significant accounting policies relevant to remuneration The cost of all short-term employee benefits is recognised during the period in which the employee renders the related service. The provisions for employee entitlements to wages, salaries and annual leave represent the amount which the Group has a present obligation to pay as a result of employees’ services provided to the reporting date. Provisions are calculated based on current wage and salary rates. Refer to note 27 for the Group’s policy in respect of share-based payments and related key judgements and estimates. Petra Diamonds Limited Annual Report and Accounts 2014 115 FINANCIAL STATEMENTS Notes to the Annual Financial Statements For the year ended 30 June 2014 continued 11. Director and employee remuneration continued Staff costs (excluding the Non-Executive Directors) during the Year were as follows: US$ million Wages and salaries – mining Wages and salaries – exploration Wages and salaries – administration Pension – administration The number of employees (excluding the Non-Executive Directors and contractors) 2014 128.2 1.0 6.9 0.1 136.2 Number 4,663 2013 122.0 1.0 7.6 0.1 130.7 Number 5,139 Key management is considered to be the Executive Directors and the Non-Executive Directors. Remuneration for the Year, comprising base salary, cash benefits and annual performance bonus, for the Executive Directors can be found on page 82 of the Directors’ Remuneration Report. The share-based payment charge relating to the Executive Directors for the Year was US$2.1 million (30 June 2013: US$1.4 million). See note 27 in respect of share-based payments. Remuneration for the Year for the Chairman and the other Non-Executive Directors can be found on page 86 of the Directors’ Remuneration Report. Further detail in respect of the Executive Directors’, Chairman’s and Non-Executive Directors’ remuneration during the Year is disclosed in the Directors’ Remuneration Report on pages 74 to 90. 12. Earnings per share Significant accounting policies relevant to earnings per share Basic earnings per share amounts are calculated by dividing net profit for the Year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the Year. Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the Year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. Numerator Continuing Discontinued operations operations 30 June 30 June 2014 2014 US$ US$ Total 30 June 2014 US$ Continuing Discontinued operations operations 30 June 30 June 2013 2013 US$ US$ Total 30 June 2013 US$ Profit/(loss) for the year attributable to parent 65,465,067 (15,896,270) 49,568,797 52,970,526 (20,961,668) 32,008,858 Denominator Shares Shares Shares Shares Shares Shares Weighted average number of ordinary shares used in basic EPS As at 1 July Effect of shares issued during the year 509,601,048 509,601,048 509,601,048 505,654,430 505,654,430 505,654,430 2,362,221 1,598,330 1,598,330 1,598,330 2,362,221 2,362,221 As at 30 June 511,199,378 511,199,378 511,199,378 508,016,651 508,016,651 508,016,651 Dilutive effect of potential ordinary shares 15,892,664 — 15,892,664 14,093,941 — 14,093,941 Weighted average number of ordinary shares in issue used in diluted EPS 527,092,042 511,199,378 527,092,042 522,110,592 508,016,651 522,110,592 Shares Shares Shares Shares Shares Shares Basic profit/(loss) per share Diluted profit/(loss) per share 12.80 12.42 (3.10) (3.10) 9.69 9.40 10.43 10.14 (4.12) (4.12) 6.30 6.13 US$ cents US$ cents US$ cents US$ cents US$ cents US$ cents 116 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS 12. Earnings per share continued In the current period, the number of potentially dilutive ordinary shares, in respect of employee share options, Executive Director and Senior Management share award schemes and warrants, is 15,892,664 (30 June 2013: 14,093,941). These potentially dilutive ordinary shares may have a dilutive effect on future earnings per share. There have been no significant post balance sheet changes to the number of options and warrants to impact the dilutive number of ordinary shares. 13. Adjusted earnings per share In order to show earnings per share from operating activities on a consistent basis, an adjusted earnings per share is presented which excludes certain items as set out below. It is emphasised that the adjusted earnings per share is a non-GAAP measure. The Petra Board considers the adjusted earnings per share to better reflect the underlying performance of the Group. The Company’s definition of adjusted earnings per share may not be comparable to other similarly titled measures reported by other companies. Continuing Discontinued operations operations 30 June 30 June 2014 2014 US$ US$ Total 30 June 2014 US$ Continuing Discontinued operations operations 30 June 30 June 2013 2013 US$ US$ Total 30 June 2013 US$ Profit/(loss) for the year attributable to parent 65,465,067 (15,896,270) 49,568,797 Adjustments: Net unrealised foreign exchange (gain)/loss Transaction costs (note 10) Retrenchment costs Impairment charges — (3,591,520) — — — — — 13,933,235 (3,591,520) — — 13,933,235 52,970,526 (20,961,668) 32,008,858 4,670,690 — 536,248 — 2,603,377 — 12,560,534 — 4,670,690 536,248 2,603,377 12,560,534 Adjusted profit for the year attributable to parent 75,806,782 (15,896,270) 59,910,512 57,641,216 (5,261,509) 52,379,707 Shares Shares Shares Shares Shares Shares Weighted average number of ordinary shares used in basic EPS As at 1 July Effect of shares issued during the year 509,601,048 509,601,048 509,601,048 505,654,430 505,654,430 505,654,430 2,362,221 1,598,330 1,598,330 1,598,330 2,362,221 2,362,221 As at 30 June 511,199,378 511,199,378 511,199,378 508,016,651 508,016,651 508,016,651 Dilutive effect of potential ordinary shares 15,892,664 — 15,892,664 14,093,941 — 14,093,941 Weighted average number of ordinary shares in issue used in diluted EPS 527,092,042 511,199,378 527,092,042 522,110,592 508,016,651 522,110,592 Shares Shares Shares Shares Shares Shares Basic profit/(loss) per share Diluted profit/(loss) per share 14.82 14.38 (3.10) (3.10) 11.72 11.36 11.34 11.04 (1.03) (1.03) 10.31 10.03 US$ cents US$ cents US$ cents US$ cents US$ cents US$ cents 14. Property, plant and equipment Significant accounting policies relevant to property, plant and equipment Capital expenditure Property, plant and equipment are stated at historic cost less accumulated depreciation and accumulated impairment losses. Where an item of property, plant and equipment comprises major components with different useful lives, the components are accounted for as separate items of property, plant and equipment. Expenditure relating to an item of property, plant and equipment considered to be an asset under construction is capitalised when it is probable that future economic benefits from the use of that asset will be realised. Assets under construction, such as the Group’s expansion projects, start to be depreciated once the asset is ready and available for use and commercially viable levels of production are being obtained. Subsequent expenditure relating to an item of property, plant and equipment is capitalised when it is probable that future economic benefits from the use of that asset will be increased. All other subsequent expenditure is recognised as an expense in the period in which it is incurred. Surplus/(deficits) on the disposal of property, plant and equipment are credited/(charged) to the Consolidated Income Statement. The surplus or deficit is the difference between the net disposal proceeds and the carrying amount of the asset. Stripping costs Costs associated with the removal of waste overburden at the Group’s open cast mine are classified as stripping costs within property, plant and equipment or inventory, depending on whether the works provide access to future ore tonnes in a specific orebody section, or generate ore as part of waste removal. When costs provide both benefits they are allocated, although the stripping to date has not generated inventory ore. The stripping asset is depreciated on a unit of production basis over the tonnes of the relevant orebody section to which it provides future access. Petra Diamonds Limited Annual Report and Accounts 2014 117 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 14. Property, plant and equipment continued Depreciation The Group depreciates its mining assets using a unit of production or straight-line basis, depending on its assessment of the most appropriate method for the individual asset. When a units-of-production basis is used, the relevant assets are depreciated at a rate determined as the tonnes of ore treated (typically production facility assets) or hoisted (typically underground development and conveying assets) from the relevant orebody section, divided by the Group’s estimate of ore tonnes held in reserves and resources which have sufficient geological and geophysical certainty and are economically viable. The relevant reserves and resources are matched to the existing assets which will be utilised for their extraction. The assets depreciated in the units-of-production method are existing assets. Future capital expenditure is only subject to depreciation over remaining reserves and resources once incurred. The Group depreciates its assets according to the relevant sections of the orebody over which they will be utilised. A key estimate involves determination of future production units assigned to on-mine shared infrastructure, which is an ongoing assessment given the mining plan and development projects. Shared infrastructure is defined as common infrastructure enabling ore extraction, treatment and related support services, shared across more than one section of the orebody (such as the mine shaft or processing plant). In applying the Group’s policy, assets associated solely with specific sections of the orebody are depreciated over reserves associated with that section of the orebody. Examples include underground development associated with accessing a specific orebody section. By contrast, shared infrastructure, including shared surface and underground infrastructure, is utilised for the extraction of multiple sections of the orebody or is considered to have a life in excess of the ore tonnes included in the current approved LOM plan given the substantial residual resources that exist at deeper levels in certain of the Group’s kimberlite pipe mines. When the shared infrastructure assets provide benefit over multiple sections of the orebody they are depreciated over the reserves of the relevant sections of the orebody. When the shared infrastructure is expected to be utilised to access or process ore tonnes from deeper areas of the mine, which frequently represent ore resources that are outside of the current approved LOM plans but for which the Group considers there to be sufficient certainty of future extraction, such assets are depreciated over those reserves and resources. The depreciation rates are as follows: Mining assets: Plant, machinery and equipment Units of production method or 4%–33% straight-line basis depending on the nature of the asset Mineral properties Units of production method Exploration and other assets: Plant and machinery Office equipment Computer equipment Motor vehicles 10%–20% straight-line basis 10% straight-line basis 25% straight-line basis 20% straight-line basis Refer to notes 7, 8 and 23 for the Group’s policy on impairment, borrowing cost capitalisation and rehabilitation provisions and associated decommissioning assets. Significant judgements and estimates relevant to property, plant and equipment Depreciation Judgement is applied in making assumptions about the depreciation charge for mining assets as noted above. Judgement is applied when using the units of production method in estimating the ore tonnes held in reserves and resources which have sufficient geological and geophysical certainty of being economically viable and are extractable using existing assets. The relevant reserves and resources includes those included in current approved life of mine plans and, in respect of certain surface and underground shared infrastructure, certain additional resources which also meet these levels of certainty and viability. The Group depreciates its assets according to relevant sections of the orebody over which these will be utilised and a key judgement in determining the future production unit assigned to on-mine shared infrastructure which is utilised over more than one section of the orebody or is used to access ore tonnes outside the current approved LOM plan as noted above. Judgement is applied when assessing the estimated useful life of individual assets and residual values. The assumptions are reviewed at least annually by management. Borrowing cost capitalisation The Group capitalises effective interest costs (inclusive of fees) to property, plant and equipment when the loans are considered to have been drawn down for the purpose of funding the Group’s capital development programmes. Judgement is required in determining the extent to which borrowing costs relate to qualifying capital projects. 118 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS 14. Property, plant and equipment continued US$ million Cost Balance at 1 July 2012 Exchange differences Additions Transfer of assets under construction Change in rehabilitation asset Disposals Balance at 30 June 2013 Balance at 1 July 2013 Exchange differences Additions Transfer of assets under construction Change in rehabilitation asset Disposals Balance at 30 June 2014 Depreciation and impairment Balance at 1 July 2012 Exchange differences Disposals Impairment charge Provided in the year Balance at 30 June 2013 Balance at 1 July 2013 Exchange differences Disposals Impairment charge Provided in the year Balance at 30 June 2014 Net book value At 30 June 2013 At 30 June 2014 Plant and Plant and machinery machinery Motor vehicles mining exploration exploration exploration assets1 assets assets assets Computers and office equipment 600.4 (103.9) 58.0 30.1 (8.3) (0.8) 575.5 575.5 (45.3) 1.2 55.0 9.9 (34.1) 562.2 79.3 (18.6) (0.5) 9.2 41.9 111.3 111.3 (8.7) (31.7) 9.8 41.0 121.7 464.2 440.5 1.3 (0.2) — — — — 1.1 1.1 (0.1) — — — — 1.0 0.1 — — — — 0.1 0.1 — — — — 0.1 1.0 0.9 1.4 (0.4) 1.8 — — — 2.8 2.8 (0.3) 2.1 — — — 4.6 0.7 (0.2) — — 0.3 0.8 0.8 (0.1) — — 0.5 1.2 2.0 3.4 0.5 (0.1) 0.1 — — — 0.5 0.5 — 0.1 — — — 0.6 0.2 (0.1) — — 0.1 0.2 0.2 — — — 0.1 0.3 0.3 0.3 Mineral Assets under properties construction mining assets3 mining assets2 109.5 (18.4) — — — — 91.1 91.1 (6.5) — — — — 117.7 (29.8) 131.3 (30.1) — — 189.1 189.1 (17.0) 207.8 (55.0) — — Total 830.8 (152.8) 191.2 — (8.3) (0.8) 860.1 860.1 (69.2) 211.2 — 9.9 (34.1) 84.6 324.9 977.9 10.0 (1.8) — 3.4 0.5 12.1 12.1 (0.8) — 4.1 0.1 15.5 79.0 69.1 — — — — — — — — — — — — 189.1 324.9 90.3 (20.7) (0.5) 12.6 42.8 124.5 124.5 (9.6) (31.7) 13.9 41.7 138.8 735.6 839.1 1. The mining assets are secured against the loan facilities as set out in note 21. 2. Mineral properties are in respect of various mines within the Group and the useful life determinants are disclosed above. 3. Included within assets under construction are amounts for expansion projects and stay in business capital expenditure of mining property, plant and equipment at the Finsch, Cullinan, Koffiefontein, Kimberley Underground and Williamson mines. The Group’s total commitments at Year end were in respect of assets under construction and future capital expenditure projects of US$88.9 million (30 June 2013: US$87.2 million). Borrowing costs of US$9.7 million (30 June 2013: US$12.3 million) have been capitalised to assets under construction. Petra Diamonds Limited Annual Report and Accounts 2014 119 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 15. Intangible assets Significant accounting policies relevant to intangibles Prospecting licences are capitalised at cost and are amortised over the original licence life of the associated prospecting right. Amortisation is included within exploration expenditure. Prospecting licences Prospecting licences in Botswana are fully amortised. The Group continues to conduct exploration activities in Botswana. During the Year, exploration expenditure of US$2.9 million (30 June 2013: US$4.9 million) was expensed in respect of exploration activities within Botswana. 16. Investments in associates Significant accounting policies relevant to associates An associate is an enterprise over whose financial and operating policies the Group has the power to exercise significant influence and which is neither a subsidiary nor a joint venture of the Group. The equity method of accounting for associates is adopted in the Group Financial Statements. In applying the equity method, account is taken of the Group’s share of accumulated retained earnings and movements in reserves from the effective date on which an enterprise becomes an associate and up to the effective date of disposal. The share of associated retained earnings and reserves is generally determined from the associate’s latest audited Financial Statements. Where the Group’s share of losses of an associate exceeds the carrying amount of the associate, the associate is carried at US$nil. Additional losses are only recognised to the extent that the Group has incurred obligations or made payments on behalf of the associate. Interests in associates At Year end, the Group had interests in the following companies: Nelesco 651 (Pty) Ltd1 Namibia Mining House (Pty) Ltd Nabera Mining (Pty) Ltd Organizações Moyoweno – Comércio Geral Lda Country South Africa Namibia South Africa Angola Ownership 2014 49.2% 35.0% 29.5% 40.0% 2013 49.2% 35.0% 29.5% 40.0% 1. Refer to note 10 for further information relating to the acquisition during FY 2013 of 49.24% of Nelesco 651 (Pty) Ltd. The unrecognised share of losses of the associates in aggregate is US$nil (30 June 2013: US$nil) and no individual associate has assets, liabilities or trading activity that are significant. The assets, liabilities and trading results of Nelesco are not material to the Group, other than its 100% shareholding in Sedibeng Mining which gives rise to indirect interests in certain Petra mines as set out in note 10. If the investments in associates had been included at cost, they would have been included at US$nil (30 June 2013: US$nil). 17. Trade and other receivables Significant accounting policies relevant to trade and other receivables Refer to note 25 for the Group’s policy in respect of financial instruments, which include trade and other receivables. US$ million Current Trade receivables Other receivables Prepayments Non-current Other BEE partners1 2014 55.4 27.2 3.4 86.0 — 89.2 89.2 2013 74.8 12.7 6.2 93.7 0.2 85.2 85.4 1. Interest on loans advanced to BEE partners (refer to note 28) is charged at the prevailing South African prime interest rate plus an interest margin ranging between 0% and 2%. The movement in the Year includes advances to BEE partners, accrued interest and foreign exchange retranslation. The loans are repayable from future cashflows attributable to those loan holders generated from the underlying mining operations. The financial assets classified as loans and receivables included in receivables are as follows: US$ million Current trade receivables Other receivables (excluding VAT and prepayments) Non-current receivables 2014 55.4 14.0 89.2 158.6 2013 74.8 0.1 85.4 160.3 120 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS 17. Trade and other receivables continued The trade receivables are all due within normal trading terms and there are no trade receivables classified as past due. Trade receivables are due within two days of awarding the rough diamond sales tender to the successful bidder and were significant at Year end due to the tender’s proximity to Year end. The trade receivables relating to the Year-end tender have all been received post Year end. No receivables are considered to be past due or impaired. The carrying values of these loans and receivables are denominated in the following currencies: US$ million Pounds Sterling South African Rand US Dollars 2014 7.1 146.9 4.6 158.6 2013 5.1 143.2 12.0 160.3 18. Inventories Significant accounting policies relevant to inventories Inventories, which include rough diamonds, are stated at the lower of cost of production on the weighted average basis or estimated net realisable value. Cost of production includes direct labour, other direct costs and related production overheads. Net realisable value is the estimated selling price in the ordinary course of business less marketing costs. Net realisable value also incorporates costs of processing in the case of the ore stockpiles. Consumable stores are stated at the lower of cost on the weighted average basis or estimated replacement value. Work in progress is stated at raw material cost including allocated labour and overhead costs. Significant judgements and estimates relevant to inventories Judgement is applied in making assumptions about the value of inventories and inventory stockpiles, including diamond prices, production grade and expenditure, to determine the extent to which the Group values inventory and inventory stockpiles. US$ million Diamonds held for resale Work in progress stockpiles Consumables and stores Livestock Provision for impairment of slow-moving consumables and stores 2014 27.0 10.7 8.7 0.2 46.6 (0.5) 46.1 2013 31.5 13.8 8.5 0.2 54.0 (0.3) 53.7 As at 30 June 2014, diamonds (inventories held for resale) with a cost value of US$0.6 million (30 June 2013: US$4.7 million) have been written down by US$0.2 million (30 June 2013: US$1.0 million) to fair value less costs to sell of US$0.4 million (30 June 2013: US$3.7 million) (due to fair value less cost to sell being below cost) within the overall carrying value of US$27.0 million (30 June 2013: US$31.5 million). The movement in provisions against slow-moving consumables and stores resulted in a charge to the Consolidated Income Statement of US$0.2 million (30 June 2013: US$nil). 19. Cash Significant accounting policies relevant to cash Cash and cash equivalents comprise cash on hand, deposits held on call with banks, investments in money market instruments, and net of bank overdrafts, all of which are available for use by the Group unless otherwise stated. Restricted cash represents amounts held by banks, the Group’s insurance cell captive and other financial institutions as guarantees in respect of environmental rehabilitation obligations in respect of the Group’s South African mines. US$ million Cash and cash equivalents – unrestricted Cash – restricted 2014 20.2 13.8 34.0 2013 14.1 12.1 26.2 As security for the Group’s rehabilitation obligations at the previously owned Sedibeng JV and Star mines, the Company has ceded US$1.7 million (30 June 2013: US$1.8 million) in a fixed deposit. The restricted cash will return to the Group’s sole control when the DMR finalises the transfer of the existing rehabilitation obligations of the Group to the new owners of the Sedibeng JV and Star mines. The Group’s insurance product, which currently includes the Finsch, Cullinan, Koffiefontein, Kimberley Underground and Helam mines, has secured cash assets of US$12.1 million (30 June 2013: US$10.3 million) held in a cell captive. The Group has a commitment to pay insurance premiums over the next year of US$3.1 million (30 June 2013: US$3.2 million) to fund the insurance product. The rehabilitation provisions are disclosed in note 23. Petra Diamonds Limited Annual Report and Accounts 2014 121 FINANCIAL STATEMENTS Notes to the Annual Financial Statements For the year ended 30 June 2014 continued 20. Issued capital Significant accounting policies relevant to share capital Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Group’s ordinary shares are classified as equity instruments. The fair value of warrant instruments issued as part of debt funding is determined at inception and credited to the share-based payment reserve with a debt entry recognised against the initial fair value of the debt instrument and subsequently amortised as part of the effective interest rate. US$ million Number of shares 2014 Number of shares 2013 Authorised – ordinary shares of 10 pence each As at 1 July 2013 and 30 June 2014 750,000,000 131.4 650,000,000 115.2 Issued and fully paid At 1 July Allotments during the year At 30 June 509,601,048 2,509,000 512,110,048 86.3 0.4 86.7 505,654,430 3,946,618 509,601,048 85.7 0.6 86.3 Allotments during the Year were in respect of the exercise of 2,100,000 warrants held over ordinary shares by IFC and the exercise of 409,000 share options held by employees. Allotments during the prior year were in respect of the exercise of 2,100,000 warrants held over ordinary shares by IFC and the exercise of 1,846,618 share options held by employees and Directors. Warrants Holder IFC IFC Expiry 2 November 2013 2 November 2014 Exercise price pence 95 100 2014 Number of warrants — 2,100,000 2013 Number of warrants 2,100,000 2,100,000 During the Year warrants over 2,100,000 ordinary shares were exercised by IFC at an exercise price of 95 pence. In the prior Year, warrants over 2,100,000 ordinary shares were exercised by IFC at an exercise price of 90 pence. The Black-Scholes methodology was used to value the warrants on issue. 21. Interest-bearing loans and borrowings Significant accounting policies relevant to loans and borrowings Refer to note 25 for the Group’s policy in respect of financial instruments, which include loans and borrowings. US$ million Current Bank loan – secured (i) Bank loan – secured (ii) Bank loan – secured (iii) Bank loan – secured (iv) Non-current Bank loan – secured (i) Bank loan – secured (iii) Bank loan – secured (iv) 2014 2.9 23.4 7.5 — 33.8 22.1 67.9 35.1 125.1 2013 1.4 28.8 5.3 1.6 37.1 23.6 52.8 33.5 109.9 (i) Bank loans – secured FirstRand, Absa and IFC – Revolving Credit Facility (“RCF”) The facilities comprise an RCF of R300 million (US$28.2 million) and US$25 million. The RCF is available for draw-down up to August 2018. The RCF bears interest at the South African JIBAR rate plus 5.5% (ZAR facility) and the United States LIBOR rate plus 5.5% (US$ facility). The RCF is repayable by September 2018. Only the US$ portion of the RCF was drawn down at Year end (30 June 2013: US$ 25 million). The interest rate at 30 June 2014 is 5.7% (30 June 2013: 5.7%). The RCF is secured on the Group’s interests in Finsch, Cullinan, Koffiefontein, Kimberley Underground and Williamson. 122 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS21. Interest-bearing loans and borrowings continued (ii) Bank loans – secured FirstRand and Absa – Working Capital Facility (“WCF”) The facility comprises a R350 million (US$32.9 million) overdraft facility and a R150 million (US$14.1 million) foreign exchange settlement line. The facility is subject to an annual review and is repayable on demand. The loan incurs interest at the South African Prime rate less 0.5%. The interest rate for the WCF at 30 June 2014 is 8.5% (30 June 2013: 8.0%). The WCF is secured on the Group’s interests in Finsch, Cullinan, Koffiefontein, Kimberley Underground and Williamson. (iii) Bank loans – secured FirstRand and Absa – Amortising Term Facility (“ATF”) The ATF comprises a R800 million (US$75.2 million) facility that was available for the Company’s draw-down up to and including 20 December 2013 and is fully drawn down. The loan is repayable in five semi-annual payments commencing on 20 March 2016 with a final payment due on 20 March 2018. The loan incurs interest at the South African JIBAR rate plus 4.0% payable quarterly (March, June, September and December). The interest rate for the facility at 30 June 2014 is 9.8% (30 June 2013: 9.1%). The ATF is secured on the Group’s interests in Finsch, Cullinan, Koffiefontein, Kimberley Underground and Williamson. (iv) Bank loans – secured IFC – Amortising Term Facility (“ATF”) The ATF comprises a US$35 million facility fully drawn down as at Year end (30 June 2013: US$35 million). The accrued interest on the loan at Year end is US$0.1 million. The loan is repayable in five annual payments commencing on 20 March 2016 with the final payment due on 20 March 2018. The loan incurs interest at the US$ LIBOR rate plus 4.0% payable quarterly (March, June, September and December). The interest rate for the facility at 30 June 2014 is 4.2% (30 June 2013: 4.3%). The ATF is secured on the Group’s interests in Finsch, Cullinan, Koffiefontein, Kimberley Underground and Williamson. There are no significant differences between the fair value and carrying value of loans and borrowings. 22. Trade and other payables Significant accounting policies relevant to trade and other payables Refer to note 25 for the Group’s policy in respect of financial instruments, which include trade and other payables, together with note 9 for the Group’s policy on taxation and related key judgements and estimates. US$ million Current Trade payables Deferred consideration1 Accruals and other payables Taxation payable Non-current Amounts owing to BEE partners2 2014 20.4 — 49.4 69.8 0.2 70.0 64.2 64.2 2013 23.8 2.3 38.6 64.7 — 64.7 65.3 65.3 1. The Group was liable to pay US$3.2 million at 30 June 2013 (US$2.3 million after discounting), being contingent deferred consideration from the Helam Mining (Pty) Ltd acquisition, which was payable in the event of cash surplus targets being met by the mine. The expected value is now reduced to US$nil given the impairment of the mine, as no cash surplus is envisaged. 2. The loans (refer to note 28) bear interest at the prevailing South African prime interest rate. The movement in the Year includes accrued interest and foreign exchange retranslation. The loans are repayable from future cashflows from the underlying operations. The financial liabilities included in trade and other payables (which exclude taxation) are as follows: US$ million Trade payables Other payables Non-current trade payables owing to BEE partners 2014 20.4 49.4 64.2 134.0 2013 23.8 40.9 65.3 130.0 Petra Diamonds Limited Annual Report and Accounts 2014 123 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 22. Trade and other payables continued The carrying values of financial liabilities classified as trade and other payables are denominated in the following currencies: US$ million Botswana Pula Pounds Sterling South African Rand US Dollar 2014 0.9 4.8 115.6 12.7 134.0 2013 0.7 2.6 104.0 22.7 130.0 23. Provisions Significant accounting policies relevant to provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, for which it is probable that an outflow of economic benefits will occur and where a reliable estimate can be made of the amount of the obligation. Where the effect of discounting is material, provisions are discounted. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Decommissioning, mine closure and environmental rehabilitation The obligation to restore environmental damage caused through mining is raised as the relevant mining takes place. Assumptions are made as to the remaining life of existing operations based on the approved current LOM plan and assessments of extensions to the LOM plans to access resources in the Reserves and Resources Statement that are considered sufficiently certain of extraction. The estimated cost of decommissioning and rehabilitation will generally occur on or after the closure of the mine, based on current legal requirements and existing technology. A provision is raised based on the present value of the estimated costs. These costs are included in the cost of the related asset. The capitalised assets are depreciated in accordance with the accounting policy for property, plant and equipment. Increases in the provision, as a result of the unwinding of discounting, are charged to the Consolidated Income Statement within finance expense. The cost of the ongoing programmes to prevent and control pollution, and ongoing rehabilitation costs of the Group’s operations, is charged against income as incurred. Changes to the present value of the obligation due to changes in assumptions are recognised as adjustments to the provision together with an associated increase/(decrease) in the related decommissioning asset. In circumstances where the decommissioning asset has been fully amortised, reductions in the provision give rise to other direct income. Refer to notes 31 and 32 for the Group’s policy in respect of pensions and medical aid schemes and related key judgements and estimates. Significant judgements and estimates relevant to provisions Significant estimates and assumptions are made in determining the amount attributable to rehabilitation provisions. These deal with uncertainties such as the legal and regulatory framework, timing and future costs. In determining the amount attributable to rehabilitation provisions, management used a discount rate range of 7.8%–8.3% (30 June 2013: 5.6%–7.9%), estimated rehabilitation timing of 11 to 51 years (30 June 2013: 12 to 52 years) and an inflation rate range of 5.8%–6.3% (30 June 2013: 1.8%–5.9%). The Group estimates the cost of rehabilitation with reference to approved environmental plans filed with the local authorities. Reductions in estimates are only recognised when such reductions are approved. Increases in estimates are immediately recognised. The carrying value of rehabilitation provisions at the reporting date is US$62.3 million (30 June 2013: US$56.3 million). 124 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS23. Provisions continued US$ million Retrenchment Income tax medical fund Rehabilitation Pension and post-retirement Balance at 1 July 2012 Decrease in rehabilitation liability provision – change in estimate Increase in provisions Unwinding of present value adjustment of rehabilitation provision Exchange differences Balance at 30 June 2013 Current Non-current Balance at 30 June 2013 Balance at 1 July 2013 Increase in rehabilitation liability provision – change in estimate Increase in provisions Utilisation of provisions Unwinding of present value adjustment of rehabilitation provision Exchange differences Balance at 30 June 2014 Current Non-current Balance at 30 June 2014 — — 2.6 — — 2.6 2.6 — 2.6 2.6 — — (2.6) — — — — — — 2.2 — — — — 2.2 2.2 — 2.2 2.2 — — — — (0.1) 2.1 2.1 — 2.1 11.8 — 1.3 — (2.1) 11.0 — 11.0 11.0 11.0 — 3.1 — — (1.0) 13.1 — 13.1 13.1 73.2 (10.2) — 2.6 (9.3) 56.3 — 56.3 56.3 56.3 9.9 — — 3.8 (7.7) 62.3 — 62.3 62.3 Total 87.2 (10.2) 3.9 2.6 (11.4) 72.1 4.8 67.3 72.1 72.1 9.9 3.1 (2.6) 3.8 (8.8) 77.5 2.1 75.4 77.5 Employee entitlements and other provisions The provisions relate to provision for an unfunded post-retirement medical fund, pension fund, retrenchment costs and income tax. The provision for the post-retirement medical fund and pension fund is further disclosed in notes 31 and 32. The provision for taxation is based on estimates made, where appropriate, from historical information and professional advice. The provision for retrenchments was based on estimates and relates to the prior year for Sedibeng JV and Star (refer to note 10). Rehabilitation The provision is the estimated cost of the environmental rehabilitation at each site, which is based on current legal requirements and existing technology. The Group estimates the present value of the rehabilitation expenditure at each mine as follows: » Finsch of US$21.1 million (30 June 2013: US$18.4 million) provided over 19 years which reflects management’s current estimated decommissioning period including Block 5 and certain Block 6 tonnes; » Cullinan of US$12.5 million (30 June 2013: US$12.2 million) provided over 51 years which reflects management’s current estimated decommissioning period including the C-Cut Phases 1 and 2; » Koffiefontein of US$6.4 million (30 June 2013: US$6.2 million), provided over 11 years which reflects management’s current estimated decommissioning period; » Kimberley Underground of US$8.6 million (30 June 2013: US$9.0 million) provided over 11 years which reflects management’s current estimated decommissioning period; » Helam of US$1.3 million (30 June 2013: US$3.0 million for Helam, Sedibeng JV and Star) provided over 16 years which reflects management’s current estimated decommissioning period; and » Williamson of US$12.4 million (30 June 2013: US$7.5 million) provided over 19 years which reflects management’s current estimated decommissioning period. The vast majority of the rehabilitation expenditure is expected to be incurred at the end of mining activities. The movements in the provisions is attributable to unwinding of discount and unrealised foreign exchange on retranslation from functional to presentational currency. Additionally, increases in the rehabilitation provision are due to changes in inflation and discount rates at Williamson and changes to estimated costs at Finsch. Cash and cash equivalents have been secured in respect of rehabilitation provisions, as disclosed in note 19. Petra Diamonds Limited Annual Report and Accounts 2014 125 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 24. Deferred taxation Significant accounting policies relevant to deferred taxation Deferred tax is provided using the balance sheet liability method, based on temporary differences. Temporary differences are differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax base. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax is charged to the Consolidated Income Statement except to the extent that it relates to a transaction that is recognised directly in other comprehensive income or a business combination that is an acquisition. The effect on deferred tax of any changes in tax rates is recognised in the Consolidated Income Statement, except to the extent that it relates to items previously charged or credited directly to other comprehensive income. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Significant judgements and estimates relevant to taxation Judgement is applied in making assumptions about recognition of deferred tax assets. Judgement is required in respect of recognition of such deferred tax assets including the timing and value of estimated future taxable income and available tax losses, as well as the timing of rehabilitation costs and the availability of associated taxable income. US$ million Balance at beginning of the year Income statement charge Foreign currency translation difference Balance at the end of the year Comprising: Deferred tax asset Deferred tax liability 2014 58.2 40.3 (5.1) 93.4 (3.0) 96.4 93.4 2013 45.1 24.6 (11.5) 58.2 (5.9) 64.1 58.2 The deferred tax assets and liabilities are offset to determine the amounts stated in the Consolidated Statement of Financial Position when the taxes can legally be offset and will be settled net. Deferred taxation comprises: US$ million Deferred tax liability: – Property, plant and equipment Deferred tax asset: – Capital allowances – Provisions and accruals – Foreign exchange allowances – Tax losses Net deferred taxation liability/(asset) US$ million Deferred tax liability: – Property, plant and equipment – Foreign exchange allowances Deferred tax asset: – Capital allowances – Provisions and accruals – Foreign exchange allowances – Tax losses Net deferred taxation liability/(asset) 126 Petra Diamonds Limited Annual Report and Accounts 2014 Total 182.8 182.8 (64.2) (19.7) (2.9) (38.8) (125.6) 57.2 Total 155.5 0.3 155.8 (81.5) (17.7) (2.5) (42.1) (143.8) 12.0 2014 Recognised 2014 Unrecognised 182.8 182.8 (62.0) (17.6) (1.3) (8.5) (89.4) 93.4 — — (2.2) (2.1) (1.6) (30.3) (36.2) (36.2) 2013 Recognised 2013 Unrecognised 155.5 0.3 155.8 (78.3) (15.5) (0.8) (3.0) (97.6) 58.2 — — — (3.2) (2.2) (1.7) (39.1) (46.2) (46.2) FINANCIAL STATEMENTS24. Deferred taxation continued Deferred tax assets of US$3.0 million (30 June 2013: US$5.9 million) have been recognised in respect of tax losses and other temporary differences to be utilised by future taxable profits at Kimberley Underground and Koffiefontein. The Directors believe it is probable these tax assets will be recovered through future taxable income or the reversal of temporary differences, reflecting increased treatment capacity as the Wesselton plant has now been commissioned and improved operating results at Koffiefontein. Movements in deferred tax include amounts recognised in the Consolidated Income Statement, together with foreign exchange retranslation. The Consolidated Income Statement charge for the Year comprises movements in deferred tax of US$40.1 million (30 June 2013: US$20.0 million) in respect of property, plant and equipment and associated capital allowances, US$3.3 million credit (30 June 2013: US$0.4 million credit) in respect of provisions and US$1.8 million (30 June 2013: US$3.7 million credit) in respect of tax losses, with the remainder US$1.7 million (30 June 2013: $1.3 million) comprised of immaterial items. 25. Financial instruments Significant accounting policies relevant to financial instruments The Group classifies its financial assets into the following categories and the Group’s accounting policy for each category is as follows: Loans and receivables These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The assets arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary assets including cash and cash equivalents and loans and other receivables. They are initially recognised at the fair value plus transaction costs that are directly attributable to the acquisition or issue and subsequently carried at amortised cost using the effective interest method, less provision for impairment. Available-for-sale Non-derivative financial assets not included in the above category are classified as available-for-sale and comprise principally of the Group’s strategic investment in the entities not qualifying as subsidiaries, associates or jointly controlled entities. The assets are carried at fair value with changes in fair value recognised directly in the Consolidated Statement of Other Comprehensive Income and accumulated in hedging and other reserves. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognised in the Consolidated Income Statement. Fair values of quoted investments are based on current market prices at the reporting date. The Group only holds quoted investments. Available-for-sale financial assets are fair valued at each reported date and reviewed as set out above. As at 30 June 2014 a cumulative loss of US$0.8 million (30 June 2013: US$0.8 million) was recorded in hedging and other reserves in respect of the available-for-sale financial assets. Impairment of financial assets Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cashflows associated with the impaired receivable. Trade receivables are recorded net of such provisions. The provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the Consolidated Income Statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. The Group classifies its financial liabilities into one category: other liabilities. The Group’s accounting policy is as follows: Other liabilities Trade payables and other short-term and long-term monetary liabilities Trade payables and other short-term and long-term monetary liabilities, which are initially recognised at fair value, are subsequently carried at amortised cost using the effective interest rate method. Interest-bearing borrowings Bank borrowings are recognised initially at fair value less attributable transaction costs. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of liability carried in the Consolidated Statement of Financial Position. ‘Interest expense’ in this context includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding. Hedging instruments Derivative financial instruments are initially measured at fair value on the contract date and are subsequently re-measured to fair value at each reporting date. On the date the derivative contract is entered into, the Group decides whether to designate the derivative for hedge accounting. During the Year the Group has entered into hedges of forecast transactions (cashflow hedges). The Group formally assesses, at inception and on an ongoing basis, whether the derivatives are highly effective in offsetting changes in the fair value or cashflows of the hedged item. Changes in the fair value of a derivative that is effective in offsetting changes in the cashflow of the hedged item, and that is designated and qualifies as a cashflow hedge, are recognised directly in equity. Changes in fair value of derivatives that do not qualify for hedge accounting, or which were not designated for hedge accounting, are recognised in the Consolidated Income Statement. Amounts recognised in equity are transferred to the income statement in the period during which the hedged forecast impacts net profit or loss. An ineffective element of a cashflow hedge, which has been designated for hedge accounting, is taken to the Consolidated Income Statement. Exposures to currency, liquidity, market price, credit and interest rate risk arise in the normal course of the Group’s business. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. The Group uses financial instruments, in particular forward currency option contracts, to help manage foreign exchange risk. The Directors review and agree policies for managing each of these risks. Petra Diamonds Limited Annual Report and Accounts 2014 127 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 25. Financial instruments continued The details of the categories of financial instruments of the Group are as follows: US$ million 2014 2013 Financial assets: Loans and receivables: – Non-current trade receivables – Trade receivables – Other receivables (excluding prepayments and VAT) – Cash and cash equivalents – restricted – Cash and cash equivalents – unrestricted Cashflow hedge: derivative financial asset (Level 2 valuation) Available-for-sale financial assets (Level 1 valuation) (held in other payables) Financial liabilities: Held at amortised cost: – Non-current amounts owing to BEE partners – Non-current loans and borrowings – Current loans and borrowings – Trade and other payables (includes deferred consideration in prior year) Held for trading: derivative financial liability (Level 2 valuation) (held in other payables) 89.2 55.4 14.0 13.8 20.2 1.4 0.1 85.4 74.8 0.1 12.1 14.1 — 0.1 194.1 186.6 64.2 125.1 33.8 70.0 0.7 293.8 65.3 109.9 37.1 64.7 2.2 279.2 There is no significant difference between the fair value of financial assets and liabilities and the carrying values set out in the table above, noting that non-current receivables and payables bear interest. Available-for-sale financial assets are valued based on the share price at the reporting date. No gain or loss (30 June 2013: US$0.1 million) has been recognised in the Consolidated Statement of Other Comprehensive Income in respect of the revaluation of the available-for-sale financial assets to fair value. The available-for-sale financial assets were valued using Level 1 of the financial instrument valuation hierarchy using quoted prices. The derivative financial assets and liabilities were valued using Level 2 of the financial instrument valuation hierarchy. The valuation is provided by the Group’s bankers, which act as the instrument’s counterparty, and was prepared using a Black-Scholes model. The inputs include the strike price range, spot price at year end, volatility and discount rate. No transfers between Level 1 or Level 2 categorisations have occurred or are considered likely. The currency profile of the Group’s financial assets and liabilities is as follows: US$ million Financial assets: Botswana Pula Pounds Sterling South African Rand US Dollar Financial liabilities: Botswana Pula Pound Sterling South African Rand US Dollar 2014 2013 0.4 8.2 152.1 33.4 194.1 0.8 4.9 220.2 67.9 293.8 0.5 8.3 144.9 32.9 186.6 0.7 2.5 191.0 85.0 279.2 Principal financial instruments Further quantitative information in respect of these risks is presented throughout these Financial Statements. Credit risk The Group sells its rough diamond production through a tender process on a recognised bourse. This mitigates the need to undertake credit evaluations. Where production is not sold on a tender basis the Directors undertake suitable credit evaluations before passing ownership of the product. 128 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS25. Financial instruments continued At the reporting date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of the financial assets in the Consolidated Statement of Financial Position. The material financial assets are carried at amortised cost, with no indication of impairment. The Group considers the credit quality of loans and receivables that are neither past due nor impaired to be good. Credit risk associated with loans to BEE partners is mitigated by a contractual obligation for the loans to be repaid, prior to any payments to the BEE partners, from future cashflows generated by the Group’s operations in which the BEE partners hold interests. The amounts due from the Group’s principal BEE partner are recoverable either through cashflows from the mines against which the loans were originally made or through cashflows from other Group mines in which the BEE has an interest, by virtue of a contractual agreement. Group cash balances are deposited with reputable banking institutions within the countries in which it operates. Excess cash is held in overnight call accounts and term deposits ranging from seven to 30 days. Refer to note 19 for restricted cash secured in respect of rehabilitation obligations. At Year end the Group had undrawn borrowing facilities of US$39.9 million (30 June 2013: US$71.3 million), net of US$11.6 million utilised for foreign exchange settlement lines (30 June 2013: US$3.6 million). Derivatives The fair values of derivatives are separately recorded on the Consolidated Statement of Financial Position within ‘Derivative financial assets’ or ‘Trade and other payables’. Derivatives are classified as current or non-current depending on the date of expected settlement of the derivative. The Group utilises derivative instruments to manage certain market risk exposures. The Group does not use derivative financial instruments for speculative purposes; however, it may choose not to designate certain derivatives as hedges for accounting purposes. Such derivatives are classified as ‘non-hedges’ and fair value movements are recorded in the Consolidated Income Statement. The use of derivative instruments is subject to limits and the positions are regularly monitored and reported to the Board. Cashflow hedges In certain cases the Group classifies its forward currency contracts, which hedge highly probable forecast transactions, as cashflow hedges. Where this designation is documented, changes in fair value are recognised in equity until the hedged transactions occur, at which time the respective gains or losses are transferred to the Consolidated Income Statement. During the Year, the Group designated ‘cap and collar’ foreign currency contracts as cashflow hedges. The risk being hedged is the volatility in the South African Rand and US Dollar exchange rates affecting the proceeds in South African Rand of the Group’s US Dollar denominated diamond tenders. The contracts mature within the next 12 months and are recorded in profit and loss accordingly. An amount of US$3.1 million (30 June 2013: US$nil) has been recorded in other comprehensive income in respect of the intrinsic value of the contracts. The contracts were 100% effective as a hedge. An amount of US$1.8 million has been included in the Consolidated Income Statement in respect of time value of money that was excluded from the hedge designation under IAS 39. There have been no transfers from equity to profit in the Year. Held for trading The Group may choose not to designate certain derivatives as hedges. This may occur where the Group is economically hedged but IAS 39 hedge accounting criteria are not met. Where these derivatives have not been designated as hedges, fair value changes are recognised in the Consolidated Income Statement as re-measurements and are classified as financing or operating depending on the nature of the associated hedged risk. The fair value of the Group’s open derivative positions as at 30 June recorded within ‘Derivative financial assets’ and ‘Trade and other payables’ is as follows: US $ million Asset Liability Asset Liability 2014 2013 Other derivatives Cashflow hedge – Forward foreign currency contracts Held for trading – Forward foreign currency contracts Total derivatives 1.4 — 1.4 — (0.7) (0.7) — — — — (2.2) (2.2) These mark to market valuations are not predictive of the future value of the hedged position, nor of the future impact on the profit of the Group. The valuations represent the fair value of all hedge contracts at Year end, at market prices and at rates available at the time. Foreign exchange risk Foreign exchange risk arises because the Group has operations located in parts of the world where the functional currency is not US Dollars. The Group’s net assets arising from its foreign operations are exposed to currency risk resulting in gains and losses on translation into US Dollars. Only in exceptional circumstances will the Group consider hedging its net investments in foreign operations, as generally it does not consider that the reduction in foreign currency exposure warrants the cashflow risk created from such hedging techniques. Petra Diamonds Limited Annual Report and Accounts 2014 129 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 25. Financial instruments continued Foreign exchange risk also arises when individual Group operations enter into transactions denominated in a currency other than their functional currency. The policy of the Group is, where possible, to allow Group entities to settle liabilities denominated in their local currency with the cash generated from their own operations in that currency, having converted US Dollar diamond revenues to local currencies. In the case of the funding of non-current assets, such as projects to expand productive capacity entailing material levels of capital expenditure, the central Group treasury function will assist the foreign operation to obtain matching funding in the functional currency of that operation and shall provide additional funding where required. The currency in which the additional funding is provided is determined by taking into account the following factors: » the currency in which the revenue expected to be generated from the commissioning of the capital expenditure will be denominated; » the degree to which the currency in which the funding provided is a currency normally used to effect business transactions in the business environment in which the foreign operation conducts business; and » the currency of any funding derived by the Company for onward funding to the foreign operation and the degree to which it is considered necessary to hedge the currency risk of the Company represented by such derived funding. The sensitivity analysis to foreign currency rate changes is as follows: US$ million Financial assets: Botswana Pula Pounds Sterling South African Rand US Dollar Financial liabilities: Botswana Pula Pounds Sterling South African Rand US Dollar US$ million Financial assets: Botswana Pula Pounds Sterling South African Rand US Dollar Financial liabilities: Botswana Pula Pounds Sterling South African Rand US Dollar 30 June 2014 Year-end US$ rate Year-end amount US$ strengthens 10% US$ weakens 10% 0.1134 0.5847 0.0940 1.0000 0.1134 0.5847 0.0940 1.0000 0.4 8.2 152.1 33.4 194.1 0.8 4.9 220.2 67.9 293.8 0.4 7.4 136.9 33.4 178.1 0.7 4.4 198.2 67.9 271.2 0.5 9.0 167.3 33.4 210.2 0.9 5.4 242.2 67.9 316.4 30 June 2013 Year-end US$ rate Year-end amount US$ strengthens 10% US$ weakens 10% 0.1168 0.6574 0.1012 1.0000 0.1168 0.6574 0.1012 1.0000 0.5 8.3 144.9 32.9 186.6 0.7 2.5 191.0 85.0 279.2 0.5 7.5 130.4 32.9 171.3 0.6 2.2 171.9 85.0 259.7 0.6 9.1 159.4 32.9 202.0 0.8 2.8 210.1 85.0 298.7 The tables above reflect the impact of a 10% cumulative currency movement over the next 12 months and are shown for illustrative purposes. Liquidity risk Liquidity risk arises from the Group’s management of working capital, capital expenditure, finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations and when necessary will seek to raise funds through the issue of shares and/or debt. It is the policy of the Group to ensure that it will always have sufficient cash to allow it to meet its liabilities when they fall due. To achieve this aim, the Group maintains cash balances and funding facilities at levels considered appropriate to meet ongoing obligations. 130 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS25. Financial instruments continued Cashflow is monitored on a regular basis. Projections reflected in the Group working capital model indicate that the Group will have sufficient liquid resources to meet its obligations as disclosed in note 1.1. The maturity analysis of the actual cash payments due in respect of loans and borrowings is set out in the table below. The maturity analysis of trade and other payables is in accordance with those terms and conditions agreed between the Group and its suppliers. For trade and other payables, payment terms are 30 days, provided all terms and conditions have been complied with. Exceptions to those terms are set out in note 22, as reflected under non-current. Maturity analysis The below maturity analysis reflects cash and cash equivalents and loans and borrowings based on actual cashflows rather than carrying values. US$ million Cash Cash and cash equivalents – unrestricted Cash – restricted Total cash Loans and borrowings Bank loan – secured Bank loan – secured Bank loan – secured Bank loan – secured Cashflow of loans and borrowings US$ million Cash Cash and cash equivalents – unrestricted Cash – restricted Total cash Loans and borrowings Bank loan – secured Bank loan – secured Bank loan – secured Bank loan – secured Cashflow of loans and borrowings 30 June 2014 Notes Interest rate 6 months or less 6–12 months Total 1–2 years 2–5 years 19 0.1%–5.5% 19 0.1%–5.5% 21(i) 21(ii) 21(iii) 21(iv) 5.7% 8.5% 9.8% 4.2% 20.2 13.8 34.0 30.2 23.4 97.5 39.1 190.2 20.2 — 20.2 0.7 23.4 3.6 0.7 28.4 — — — 0.7 — 3.9 0.8 5.4 — — — 1.4 — 22.5 8.4 32.3 — 13.8 13.8 27.4 — 67.5 29.2 124.1 30 June 2013 Notes Interest rate 6 months or less 6–12 months Total 1–2 years 2–5 years 19 0.1%–4.5% 19 0.1%–4.5% 21(i) 21(ii) 21(iii) 21(iv) 5.7% 8.0% 9.1% 4.3% 14.1 12.1 26.2 30.8 28.8 77.9 40.7 178.2 14.1 — 14.1 0.8 28.8 2.5 0.7 32.8 — — — 0.8 — 2.8 0.8 4.4 — — — 1.5 — 5.2 1.5 8.2 — 12.1 12.1 27.7 — 67.4 37.7 132.8 Interest rate risk The Group has borrowings that incur interest at floating rates and no interest rate swaps are used. Management constantly monitors the floating interest rates so that action can be taken should it be considered necessary. An analysis of the sensitivity to interest rate changes is presented in the table below, reflecting the impact of a 100% basis points increase/decrease in interest rates over the next 12 months, and is shown for illustrative purposes. US$ million Bank loan – secured Bank loan – secured Bank loan – secured Bank loan – secured Notes 21(i) 21(ii) 21(iii) 21(iv) Year-end interest rate 5.7% 8.5% 9.8% 4.2% 30 June 2014 Year-end interest- bearing liability 25.0 23.4 75.4 35.1 158.9 Interest rate increases 1% Interest rate decreases 1% 0.2 0.2 0.8 0.3 1.5 (0.2) (0.2) (0.8) (0.3) (1.5) Petra Diamonds Limited Annual Report and Accounts 2014 131 FINANCIAL STATEMENTS Notes to the Annual Financial Statements For the year ended 30 June 2014 continued 25. Financial instruments continued US$ million Bank loan – secured Bank loan – secured Bank loan – secured Bank loan – secured Notes 21(i) 21(ii) 21(iii) 21(iv) Year-end interest rate 5.7% 8.0% 9.1% 4.3% 30 June 2013 Year-end interest- bearing liability 25.0 28.8 58.1 35.1 147.0 Interest rate increases 1% 0.2 0.3 0.6 0.3 1.4 Interest rate decreases 1% (0.2) (0.3) (0.6) (0.3) (1.4) Other market price risk The Group generates revenue from the sale of rough and polished diamonds. The significant number of variables involved in determining the selling prices of rough diamonds, such as the uniqueness of each individual rough stone, the content of the rough diamond parcel and the ruling US$/R spot rate at the date of sale, makes it difficult to accurately extrapolate the impact the fluctuations in diamond prices would have on the Group’s revenue. Capital disclosures Capital is defined by the Group to be the capital and reserves attributable to equity holders of the parent company. The Group’s objectives when maintaining capital are: » to safeguard the ability of the entity to continue as a going concern; and » to provide an adequate return to shareholders. The Group monitors capital on the basis of the debt to equity ratio. This ratio is calculated as net debt to equity. Net debt is calculated as total liabilities (excluding provisions and deferred tax liabilities) less restricted and unrestricted cash and cash equivalents. Equity comprises all components of equity attributable to equity holders of the parent company. The debt to equity ratios at 30 June 2014 and 30 June 2013 are as follows: US$ million Total debt Cash and cash equivalents Net debt Total equity attributable to equity holders of the parent company Net debt to equity ratio 2014 293.1 (34.0) 259.1 596.1 0.43:1 2013 277.0 (26.2) 250.8 571.1 0.44:1 The Group manages its capital structure by the issue of ordinary shares, raising debt finance where appropriate, and managing Group cash and cash equivalents. 26. Contingent liabilities Significant accounting policies relevant to contingent liabilities Contingent liabilities refer to potential obligations arising on the Group as a result of past events. Items are disclosed when considered to be possible obligations and are recognised as provisions or liabilities if they are considered probable. Environmental The controlled entities of the Company provide for all known environmental liabilities. While the Directors believe that, based upon current information, the current provisions for environmental rehabilitation are adequate, there can be no assurance that new material provisions will not be required as a result of new information or regulatory requirements with respect to known mining operations or identification of new rehabilitation obligations at other mine operations. 27. Share-based payments Significant accounting policies relevant to share-based payments Employee and Director share option scheme The fair value of options granted to employees or Directors is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees or Directors become unconditionally entitled to the options. The fair value of the options granted is measured based on the Black-Scholes model, taking into account the terms and conditions upon which the instruments were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold for vesting. The exercise price is fixed at the date of grant and no compensation is due at the date of grant. On exercise, equity is increased by the amount of the proceeds received. 132 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS27. Share-based payments continued 2011 Longer-term Share Plan (“LTSP”) and 2012 Performance Share Plan (“PSP”) Share-based awards granted under the LTSP and PSP are valued using the Monte Carlo model at the date of grant and the associated expense recognised over the vesting period during which the associated vesting conditions are satisfied unconditionally by the beneficiaries with a corresponding increase in reserves. Where the awards are subject to non-market based performance conditions, the expense will be adjusted subject to the actual vesting outcome of those specific performance conditions. The LTSP performance conditions are non-market based (i.e. production which is independent of the Company’s share price) such that performance conditions are not reflected in the fair value of the award at grant date; however, at each reporting period the Company will assess the likelihood of the conditions being met and revise the cumulative expense accordingly. In the event that vesting conditions are not met the charge is reversed. The PSP performance conditions are a combination of market-based (i.e. movement/growth in company share price) and non-market based conditions. The vesting conditions attributable to market based conditions are valued by taking into account the considered likelihood of meeting the vesting condition at the date the fair value is calculated. Unlike non-market conditions, no adjustment is made for changes in the likelihood of the market conditions being met. The non-market based vesting conditions are treated as per the LTSP above. When a share award or option is cancelled it is treated as an acceleration of vesting, and the Group immediately recognises the amount that otherwise would have been recognised for services received over the remainder of the vesting period. When in certain circumstances equity-settled awards that have vested are cash settled, the Group records a reduction in the original share-based payment reserve with an adjustment for the difference to cash paid recorded in retained earnings. In the event of cash settlement the Group assesses the extent of any legal or constructive obligation to cash settle the remaining options and awards. Significant judgements and estimates relevant to share-based payments In determining the fair value of share-based payments made during the Year to employees and Directors, a number of assumptions have been made by management. Significant judgements include the determination of appropriate inputs to valuation models and assessment of the likelihood of vesting. The details of these assumptions are set out below. Company schemes The Company has established share plans to address the retention of Directors and Senior Management over the period to FY 2016, which is a pivotal period as the expansion programmes are rolled out across the Group. The total share-based payment charge of US$6.6 million (30 June 2013: US$3.9 million) comprises US$4.2 million (30 June 2013: US$3.3 million) charged to the Consolidated Income Statement and US$2.4 million (30 June 2013: US$0.6 million) capitalised within property, plant and equipment. Share grants to Directors: LTSP, PSP and deferred awards The share-based payment awards are considered to be equity settled, albeit they can be cash settled at the Company’s option. The fair value of the LTSP and the PSP granted during the current and prior year and the assumptions used in the Monte Carlo model are as follows: LTSP – non-market based subject to performance conditions Fair value Grant date Share price at grant date Life of award Expected dividends 2012 (last award) 133.0p 15 May 2012 133.0p 3.4 years–4.4 years — PSP – market and non-market based performance conditions 2014 2013 Fair value (PSP absolute TSR/PSP relative TSR/PSP non-market) Grant date Share price at grant date Expected volatility Life of award Expected dividends Performance period Correlation Risk-free interest rate (based on national Government bonds) 50.0p/78.0p/113.8p 20 December 2013 113.8p 42% 2.8 years — 3 years 34% 0.9% 39.0p/60.0p/110.0p 20 December 2012 109.7p 51% 2.8 years — 3 years 41% 0.5% The expected volatility is based on historic volatility of the Group’s share price, adjusted for any extreme changes in the share price during the historic period. During the Year, 1,175,271 (30 June 2013: 1,198,268) PSP shares were awarded at a fair value price of 113.8 pence (30 June 2013: 109.7 pence). There were no shares awarded under the 2011 LTSP (30 June 2013: nil). The correlation factor used above is based on analysis of historical correlation rates between the Company and mining companies within the FTSE 350. The grant date fair values incorporate the effect of the relevant market-based conditions. The awards have no exercise price. Petra Diamonds Limited Annual Report and Accounts 2014 133 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 27. Share-based payments continued On 20 December 2013, the Executive Directors of the Company were granted a total of 203,845 deferred awards over ordinary shares in the Company. The deferred share awards were fair valued using the market price of the share awards which approximated the fair value in a Black-Scholes model. The share price at grant date was 113.8 pence. The awards represent 25% of the total bonus in respect of performance for the financial year ended 30 June 2013. The awards vest on 30 June 2015 and vesting is subject to continued employment. These awards have no exercise price. Further information on the terms of the awards (including their vesting conditions) can be found on pages 74 to 90 of the Directors’ Remuneration Report. Share grants to Senior Management: 2011 LTSP The share-based payment awards are considered to be equity settled, albeit they can be cash settled at the Company’s option. The fair value of the LTSP granted to Senior Management during the Year and the assumptions used in the Monte Carlo model are as follows: LTSP – non-market based subject to performance conditions 2014 2013 Fair value Grant date Share price at grant date Life of award Expected dividends 113.8p 20 December 2013 113.8p 1.8 years–2.8 years — 118.1p 25 September 2012 118.1p 3.4 years–4.4 years — During the Year, 1,745,000 2011 (30 June 2013: 7,055,000) LTSP shares were awarded and 250,000 were cancelled (30 June 2013: 125,000). These awards have no exercise price. The awards vest in full based on performance conditions measured over the period ending 30 June 2016. The awards have the same performance targets as the awards to Directors under the 2011 LTSP and have been valued using a Monte Carlo model. Further information on the performance targets of the awards can be found on page 84 of the Directors’ Remuneration Report. The interests of Senior Management under the LTSP are as follows: Outstanding at beginning of the Year Granted during the Year Cancelled during the Year Outstanding at the end of the Year Exercisable at the end of the Year 2014 Number 7,055,000 1,745,000 (250,000) 2013 Number — 7,180,000 (125,000) 8,550,000 7,055,000 — — The awards outstanding at 30 June 2014 have no exercise price and a weighted average remaining contractual life of 1.3 years to 2.3 years (30 June 2013: 3.4 years to 4.3 years). Employee and Director share options The Company has an established share option programme that entitles the Remuneration Committee, at its discretion, to grant share options to Directors and Senior Management. There were no new share options granted during the Year (30 June 2013: nil). The share-based payment expense has been calculated using the Black-Scholes model. All share options are equity settled. The terms and conditions of the options in issue, whereby options are equity settled by delivery of shares under the plan terms, are as follows: Employees and Directors entitled Grant date Number Vesting period Options granted to Directors Options granted to Senior Management 16 June 2005 31 May 2006 12 March 2009 30 September 2009 17 March 2010 27 November 2005 31 May 2006 31 July 2006 12 March 2009 30 September 2009 17 March 2010 25 November 2010 2,000,000 1,000,000 2,500,000 1,150,000 1,150,000 33,845 45,851 147,804 1,713,334 878,334 1,386,668 215,000 1/3 per annum from grant date 1/3 per annum from grant date 1/3 per annum from grant date 1/3 per annum from grant date 1/3 per annum from grant date 1/3 per annum from grant date 1/3 per annum from grant date 1/3 per annum from grant date 1/3 per annum from grant date 1/3 per annum from grant date 1/3 per annum from grant date 1/3 per annum from grant date Remaining life of options (years) 1 2 5 6 6 1 2 2 5 5 6 6 134 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS27. Share-based payments continued Outstanding at beginning of the Year Cancelled during the Year Cash settled Lapsed during the Year Exercised during the Year Granted during the Year Outstanding at the end of the Year Exercisable at the end of the Year 2014 Weighted average exercise price (pence) 52.9 — 53.1 — 36.9 — 53.3 53.3 Number 15,154,760 — (2,524,924) — (409,000) — 12,220,836 12,220,836 2013 Weighted average exercise price (pence) 49.5 58.2 — — 42.1 — 52.9 52.5 Number 17,079,428 (78,050) — — (1,846,618) — 15,154,760 14,993,167 The weighted average market price of the shares in respect of options exercised during the Year was 112.8 pence (30 June 2013: 108.9 pence). The options outstanding at 30 June 2014 have an exercise price in the range of 27.5 pence to 96.0 pence (30 June 2013: 27.5 pence to 96.0 pence) and a weighted average remaining contractual life of four years (30 June 2013: five years). Employees received cash payments of US$4.6 million (30 June 2013: US$43,278) during the Year in respect of 2,524,924 options which were cash settled. The options were fully vested and due to be equity settled under the plan terms. The Group elected to cash settle in this instance. No legal or constructive obligation to cash settle the remaining options or share awards is considered to exist. Warrants During the Year 2,100,000 (30 June 2013: 2,100,000) warrants were exercised with an option price of 95 pence (30 June 2013: 90 pence), as set out in the table below. Outstanding at beginning of the Year Exercised during the Year Outstanding at the end of the Year Exercisable at the end of the Year 2014 2013 Weighted average exercise price (pence) 97.5 95.0 100.0 100.0 Weighted average exercise price (pence) 95.0 90.0 97.5 97.5 Number 4,200,000 (2,100,000) 2,100,000 2,100,000 Number 6,300,000 (2,100,000) 4,200,000 4,200,000 The warrants outstanding at 30 June 2014 have an exercise price of 100 pence (30 June 2013: 95 pence to 100 pence) and a remaining contractual life of four months (30 June 2013: one year). All warrants are settled by delivery of shares. 28. Related parties Subsidiaries, associates and joint ventures Details of associates and subsidiaries are disclosed in note 16 and note 30 respectively. Directors Details relating to Directors’ emoluments are disclosed in note 11 and in the Directors’ Remuneration Report on pages 74 to 90. Details relating to Directors’ shareholdings in the Company are disclosed in the Directors’ Report on page 86. Key management remuneration is disclosed in note 11. There are no loans to Directors or Senior Management. During the Year, a subsidiary of the Company paid US$0.8 million (R8.8 million) (30 June 2013: US$1.7 million (R14.9 million)) to Zeren (Pty) Ltd (“Zeren”) in respect of the development and purchase of specialised plant and equipment. The cumulative amount paid to Zeren as at 30 June 2014 is US$9.6 million (R99.6 million) (30 June 2013: US$8.6 million (R85.5 million)). Effective 24 April 2014, the agreement whereby Zeren was developing specialised plant and equipment for the Company was terminated. Mr Dippenaar, Mr Davidson and Mr Abery are all Directors of the Company and were previously also directors and shareholders of Zeren. On 30 April 2014 they disposed of their entire shareholding in Zeren and on 2 May 2014 they resigned as directors of Zeren. There is no longer any related party relationship between Mr Dippenaar, Mr Davidson and Mr Abery and Zeren. Following termination of the relationship with Zeren, management has undertaken a review of the assets acquired; one of the machines developed with Zeren (with a carrying value at 30 June 2014 of US$0.9 million (R9.8 million)) is in use at the Cullinan mine and the balance of the plant and equipment has been depreciated or fully impaired during the Year. Umnotho weSizwe Group (Pty) Ltd (“Umnotho”), one of Petra’s BEE partners, holds a 36% interest in the Cullinan mine BEE holding company, Thembinkosi Mining Investments (Pty) Ltd (“Thembinkosi”). The Group has a non-current receivable due from Thembinkosi of US$28.9 million (30 June 2013: US$25.9 million) and a non-current payable due to Thembinkosi of US$24.2 million (30 June 2013: US$24.0 million). Included in net finance expense (note 8), the Company has finance income due from Thembinkosi of US$2.8 million (30 June 2013: US$2.5 million) and finance expense payable to Thembinkosi of US$2.1 million (30 June 2013: US$2.1 million). These sums arise due to the funding that the Group has provided to Thembinkosi to finance its interests in the Cullinan mine. Mr Abery is a director of Umnotho. Mr Pouroulis and Mr Abery are beneficiaries of a trust that is a shareholder in Umnotho. Petra Diamonds Limited Annual Report and Accounts 2014 135 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 28. Related parties continued The Group has a 49.24% interest in Nelesco 651 (Pty) Ltd, which is the holding company of Sedibeng Mining (Pty) Ltd (“Sedibeng”), one of Petra’s BEE partners. Sedibeng holds direct interests in the Kimberley Underground and Helam mines, and indirect interests in Finsch, Cullinan and Koffiefontein through its shareholding in Thembinkosi, Senakha Diamonds Investments (Pty) Ltd (“Senakha”) and Re Teng Diamonds (Pty) Ltd (“Re Teng Diamonds”). The Group has a non-current receivable due from Sedibeng of US$19.9 million (30 June 2013: US$19.0 million) and a non-current payable due to Sedibeng of US$2.1 million (30 June 2013: US$4.6 million). Included in net finance expense (note 8), the Company has finance income due from Sedibeng of US$2.6 million (30 June 2013: US$1.7 million) and finance expense payable to Sedibeng of US$0.7 million (30 June 2013: US$0.7 million). These sums arise due to the funding that the Group has provided to Sedibeng to finance its interests in the Koffiefontein (through Re Teng Diamonds), Kimberley Underground and Sedibeng JV mines. Senakha, another of Petra’s BEE partners, holds a 21% direct interest in the Finsch mine. The Group has a non-current receivable due from Senakha of US$37.9 million (30 June 2013: US$36.7 million) and a non-current payable due to Senakha of US$37.9 million (30 June 2013: US$36.7 million). Included in net finance expense (note 8) the Group has finance income due from Senakha of US$3.9 million (30 June 2013: US$4.1 million) and finance expense payable to Senakha of US$3.9 million (30 June 2013: US$4.1 million). These sums arise due to the funding that the Group has provided to Senakha to finance its interests in Finsch. Re Teng Diamonds, another of Petra’s BEE partners, holds a 30% direct interest in the Koffiefontein mine. The Group has an interest-free receivable due from Re Teng Diamonds of US$0.9 million (30 June 2013: US$1.2 million). Shareholders The principal shareholders of the Company are detailed in Shareholder and Corporate Information on page 153. 29. Significant non-cash transactions US$ million 2014 2013 Operating activities Depreciation of property, plant and equipment Impairment Increase/(decrease) in provisions Other finance expense – pension scheme Other finance expense – unwinding of present value adjustment for rehabilitation costs Other finance expense – post-retirement medical fund Net unrealised foreign exchange (gain)/loss Present value adjustment of rehabilitation provision – change in assumptions Loss on disposal of Sedibeng JV and Star Loss on sale of property, plant and equipment Provision for retrenchments Share-based payment provision Investing activities Non-cash capital expenditure (capitalisation of borrowing costs, employee costs) Non-cash rehabilitation asset adjustment – change in estimate Non-cash interest receivable from BEE loans on investing activity Investing activities Non-cash interest payable on BEE loans on investing activity 41.7 13.9 0.5 1.3 3.8 1.4 (3.6) — 10.1 0.6 — 4.2 73.9 2.8 9.9 10.4 23.1 6.7 6.7 42.8 12.6 (0.2) 2.4 2.6 1.3 4.7 (1.9) — — 2.6 3.3 56.4 3.7 (8.3) 9.2 4.6 6.9 6.9 136 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS30. Subsidiaries Significant accounting policies relevant to subsidiaries Subsidiaries are those entities over whose financial and operating policies the Group has the power to exercise control. The Group Financial Statements incorporate the assets, liabilities and results of operations of the Company and its subsidiaries. The results of subsidiaries acquired and disposed of during a financial year are included from the effective dates of acquisition to the date control ceases. Where necessary, the accounting policies of subsidiaries are changed to ensure consistency with the policies adopted by the Group. At 30 June 2014 the Group held 20% or more of the allotted share capital of the following significant subsidiaries: Autumn Star Investment Holdings (Pty) Ltd1 Blue Diamond Mines (Pty) Ltd2 Crown Resources (Pty) Ltd Cullinan Diamond Mine (Pty) Ltd Cullinan Investment Holdings Ltd Dancarl Diamonds (Pty) Ltd1 Ealing Management Services (Pty) Ltd Finsch Diamond Mine (Pty) Ltd Helam Mining (Pty) Ltd Kalahari Diamonds Ltd Kimberley Underground Mines JV Koffiefontein Mine JV Messina Diamonds (Pty) Ltd1 Messina Investments (Pty) Ltd1 Petra Diamonds Botswana (Pty) Ltd Petra Diamonds Jersey Treasury Ltd Petra Diamonds Netherlands Treasury B.V. Petra Diamonds Southern Africa (Pty) Ltd Premier Rose Management Services (Pty) Ltd Sedibeng Diamond Mine JV1 Star Diamonds (Pty) Ltd1 Tarorite (Pty) Ltd Willcroft Company Ltd Williamson Diamonds Ltd Country of incorporation Class of share capital held Direct percentage held 2014) Direct percentage held 2013)2,3 Nature of business South Africa Ordinary — 40% Mining and exploration South Africa South Africa South Africa British Virgin Islands South Africa South Africa South Africa South Africa United Kingdom Unincorporated JV Unincorporated JV South Africa South Africa Botswana Jersey Netherlands South Africa South Africa Unincorporated JV South Africa South Africa Bermuda Tanzania Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 100% 100% 74% 100% — 100% 74% 74% 100% 74% 70% — — 100% 100% 100% 100% 100% — — 100% 100% 75% 100% 100% 100% 100% Mining and exploration 100% Mining and exploration 74% Mining and exploration Investment holding 40% Mining and exploration Services provision 74% Mining and exploration 74% Mining and exploration Investment holding 74% Mining and exploration 70% Mining and exploration 100% Mining and exploration Investment holding 100% Exploration 100% Treasury 100% Treasury 100% Services provision 100% Services provision 100% 74.5% Mining and exploration 74% Mining and exploration Services provision Investment holding 75% Mining and exploration 100% 100% 1. During the Year the Group disposed of its holdings in Messina Investments (Pty) Ltd, Autumn Star Investment Holdings (Pty) Ltd, Messina Diamonds (Pty) Ltd, Star Diamonds (Pty) Ltd, Dancarl Diamonds (Pty) Ltd and Sedibeng JV (refer to note 10). 2. The Company owns 13.33% of Re Teng Diamonds (Pty) Ltd, through Blue Diamond Mines (Pty) Ltd, which increases its effective interest in Koffiefontein Mine JV to 74%, subsequently increased further as detailed in footnote 3. 3. The Group increased its effective interest in Finsch (82.38%), Cullinan (77.03%), Helam (86.80%), Koffiefontein (81.39%) and Kimberley Underground (86.80%), through its investment in Nelesco (refer to note 10). Petra Diamonds Limited Annual Report and Accounts 2014 137 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 31. Pension scheme Significant accounting policies relevant to pensions Defined contribution scheme Obligations for contributions to defined contribution pension schemes are recognised as an expense in the Consolidated Income Statement as incurred. Defined benefit scheme The defined benefit liability or asset recognised in the Consolidated Financial Statements represents the present value of the defined benefit obligation as adjusted for unrecognised actuarial gains and losses and unrecognised past service costs, and reduced by the fair value of plan assets. Any net asset recognised is limited to unrecognised actuarial losses, plus the present value of available refunds and any reduction in future contributions that the Company is entitled to in terms of Section 15E of the Pension Funds Act in South Africa. Changes in the defined benefit valuation are recorded in the Consolidated Income Statement when they refer to current service costs, past service costs or net interest calculated on the net deficit. All other changes in the defined benefit valuation are recorded within other comprehensive income. The actuarial calculation is performed by a qualified actuary using the projected unit credit method every second year unless the actuarial assumptions are considered to have materially changed since the previous external valuation, in which case the valuation is revisited earlier. Significant judgements and estimates relevant to pensions The pension charge or income for the defined benefit scheme is regularly assessed in accordance with the advice of a qualified actuary using the projected unit credit method and was updated for 30 June 2014. The most important assumptions made in connection with the scheme valuation and charge or income are the return on the funds, the average yield of South African Government long dated bonds, salary increases, withdrawal rates, life expectancies and the current South African consumer price index. The details of these assumptions are set out below. The Company operates a defined benefit scheme and defined contribution scheme. The defined benefit scheme was acquired as part of the acquisitions of Cullinan and Finsch and is closed to new members. All new employees are required to join the defined contribution scheme. The assets of the pension schemes are held separately from those of the Group’s assets. Defined benefit scheme The defined benefit scheme, which is contributory for members, provides benefits based on final pensionable salary and contributions. The pension charge or income for the defined benefit scheme is assessed in accordance with the advice of a qualified actuary using the projected unit credit method. The most important assumptions made in connection with the charge or income were, the return on the funds will be nil (30 June 2013: 9.19%), based on the average yield of South African Government long dated bonds of 9.05% (30 June 2013: 8.46%), and that salaries will be increased at 8.11% (30 June 2013: 7.59%), based on current South African consumer price index of 7.11% (30 June 2013: 6.59%). The market value of the assets of the defined benefit scheme at 30 June 2014 is R164.6 million (US$15.5 million) (30 June 2013: R160.4 million (US$16.2 million)) and the actuarial valuation of the assets on an ongoing basis represented 93.6% (30 June 2013: 94.4%) of the benefit of R175.7 million (US$16.5 million) (30 June 2013: R169.9 million (US$17.2 million)) that had accrued to members, allowing for expected future increases in earnings. The notional pension deficit is R11.1 million (US$1.0 million) (30 June 2013: R9.5 million (US$1.0 million)). The notional deficit, arising due to actuarial losses, was not previously recognised given it was within the IAS 19 corridor. The corridor method is no longer applicable under the revised IAS 19. All actuarial gains and losses are included in the Consolidated Statement of Other Comprehensive Income. The comparatives have not been restated as the effect of removing the corridor was immaterial, based on actuarial analysis. The pension fund values are converted using the Year-end foreign exchange rate of R10.63/US$1 (30 June 2013: R9.88/US$1). 138 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS31. Pension scheme continued US$ million Defined benefit obligations Present value of funded obligations Fair value of plan assets Unrecognised net gain – IAS 19 corridor/Paragraph 58 Recognised deficit for defined benefit obligations Movements in present value of the defined benefit obligations recognised in the Statement of Financial Position Net surplus for the defined benefit obligation as at 1 July Net expense recognised in the income statement Contributions by employer Net surplus for defined benefit obligations at 30 June Expense recognised in the income statement Current service cost Net interest on deficit Change in the fair value of the defined benefit assets Net surplus for the defined benefit obligation as at 1 July Foreign exchange movement on opening balances Return on plan assets Benefits paid to members Contributions by Group Net transfers in At 30 June Change in the present value of the defined benefit obligations At 1 July Foreign exchange movement on opening balance Benefits paid to members Current service cost Finance expense Contributions by members Actuarial losses Net transfers in At 30 June Actuarial gains and losses Actuarial gains on plan assets Actuarial gains/(losses) on plan liabilities Analysis of plan assets Cash Equity Bonds Property Other – offshore 2014 (16.5) 15.5 — (1.0) — (0.6) 0.6 — (0.5) (0.1) (0.6) 16.2 (1.4) 1.2 (1.1) 0.6 — 15.5 (17.2) 1.5 1.1 (0.5) (1.3) (0.1) — — (16.5) — 0.2 2013 (17.2) 16.2 1.0 — — (0.4) 0.4 — (0.4) — (0.4) 17.0 (2.9) 1.2 (1.0) 0.4 1.5 16.2 (15.7) 2.8 1.0 (0.4) (1.2) (0.1) (2.1) (1.5) (17.2) — (2.1) 56.6% 11.0% 15.4% 2.7% 14.3% 64.5% 12.1% 14.8% 3.5% 5.1% 100.0% 100.0% Petra Diamonds Limited Annual Report and Accounts 2014 139 FINANCIAL STATEMENTSNotes to the Annual Financial Statements For the year ended 30 June 2014 continued 31. Pension scheme continued US$ million Principal actuarial assumptions Discount rate Expected return on plan assets Future salary increases Inflation Future pension increases Determination of estimated pension expense for the year ended 30 June 2014 (based on current accounting policy) Member contributions Company contributions Benefit payments 2014 % per annum 2013 % per annum 9.05% n/a 8.11% 7.11% 5.33% 0.1 0.3 (1.2) 8.46% 9.19% 7.59% 6.59% 4.94% 0.1 0.4 (1.1) US$ million 2014 2013 2012 2011 Defined benefit obligation trends (before Paragraph 58 and IAS 19 corridor used previously) Plan assets Plan liabilities (Deficit)/surplus 15.5 (16.5) (1.0) 16.2 (17.2) (1.0) 17.0 (15.7) 1.3 Assumptions regarding future mortality experience are set based on advice in accordance with published statistics and experience in the fund. The average life expectancy in years of a pensioner retiring at the age of 65 on 30 June 2014 date is as follows: Male Female 2014 15.92 20.02 19.4 (17.6) 1.8 2013 15.92 20.02 Further to the acquisition of the defined benefit fund, the Group has no experience adjustments. The valuation is subject to risks. The key sensitivities are changes in discount rates and mortality assumptions. A 0.5% change in the discount rate changes the pension obligation by approximately US$1.1 million. A two year change in mortality changes the pension obligation by approximately US$0.5 million. 32. Post-retirement medical fund Significant accounting policies relevant to medical funds The Group’s post-retirement medical fund is unfunded and therefore recognised as a liability on the Consolidated Statement of Financial Position within provisions. The actuarial calculation is performed by a qualified actuary using the projected unit credit method every second year unless the actuarial assumptions are considered to have materially changed since the previous external valuation, in which case the valuation is revisited earlier. Significant judgements and estimates relevant to medical funds The benefit liability for the post-employment health care liability scheme is regularly assessed in accordance with the advice of a qualified actuary using the projected unit credit method. The most recent actuarial valuation was at 30 June 2014. The most important assumptions made in connection with the scheme valuation and charge or income are the health care cost of inflation, the average yield of South African Government long dated bonds and salary increases, withdrawal rates and life expectancies. The details of these assumptions are set out below. The post-employment health care liability scheme was acquired as part of the acquisitions of Cullinan and Finsch and is closed to new members. All new employees will be responsible for funding their own post-employment health care liability costs. The benefit liability for the post-employment health care liability scheme is regularly assessed in accordance with the advice of a qualified actuary using the projected unit credit method. The Group obtained a valuation using a third party actuary at 30 June 2014. This is considered sufficient to achieve a materially accurate valuation. The Group’s post-employment health care liability consists of a commitment to pay a portion of the members’ post-employment medical scheme contributions. This liability is also generated in respect of dependants who are offered continued membership of the medical scheme on the death of the primary member. The most important assumptions made in connection with the charge or income were that the health care cost of inflation will be 8.50% (30 June 2013: 7.25%), based on the average yield of relevant South African Government long dated bonds of 9.50% (30 June 2013: 8.75%), and that salaries will be increased at 8.11% (30 June 2013: 6.25%). The actuarial accrued liability unfunded status of the post-employment health care liability scheme at 30 June 2014 is R130.1 million (US$12.1 million) (30 June 2013: R108.2 million (US$11.0 million)). The post-employment health care liability values are converted using the Year-end foreign exchange rate of R10.63:US$1 (30 June 2013: R9.88:US$1). 140 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTS32. Post-retirement medical fund continued US$ million Post-retirement medical fund Present value of post-employment medical care obligations Unfunded status at 30 June Movements in present value of the post-retirement medical fund obligations recognised in the Consolidated Statement of Financial Position Net liability for the post-retirement medical fund obligation as at 1 July Foreign exchange movement on opening balances Net expense recognised in the income statement Net liability for post-employment medical care obligations at 30 June Expense recognised in the income statement Current service cost Finance expense The expense is recognised in the following line items in the income statement: Mining and processing costs Finance expense Reconciliation of fair value of scheme liabilities At 1 July Foreign exchange movement on opening balances Net expense recognised in the income statement Liabilities at fair market value as at 30 June Principal actuarial assumptions Discount rate Health care cost inflation Future salary increases Net replacement ratio Net discount rate Normal retirement age (years) Fully accrued age (years) 2014 12.1 12.1 11.0 (1.0) 2.1 12.1 0.8 1.3 2.1 0.8 1.3 2.1 11.0 (1.0) 2.1 12.1 2013 11.0 11.0 11.8 (2.1) 1.3 11.0 0.3 1.0 1.3 0.3 1.0 1.3 11.8 (2.1) 1.3 11.0 2014 % per annum 2013 % per annum 9.50% 8.50% 8.11% 75.00% 0.92% 60.0 60.0 8.75% 7.25% 6.25% 75.00% 1.40% 60.0 60.0 US$ million 2014 2013 Determination of estimated post-retirement medical fund expense for the year ended 30 June 2015 Current service cost Finance expense Benefit payments US$ million Actuarial accrued liability Funded status 2014 12.1 2013 11.0 0.9 0.6 (0.2) 2012 11.8 0.4 1.0 (0.1) 2011 7.3 Petra Diamonds Limited Annual Report and Accounts 2014 141 FINANCIAL STATEMENTS Notes to the Annual Financial Statements For the year ended 30 June 2014 continued 32. Post-retirement medical fund continued Sensitivity analysis Health care inflation rate The effect of a 1% increase or decrease in the health care inflation rate on the post-retirement medical fund accrued liability is as follows: US$ million Accrued liability % difference US$ million Accrued liability % difference 30 June 2014 1% increase 1% decrease 12.1 — 15.7 29.7% 12.0 (1.8%) 30 June 2013 1% increase 1% decrease 11.0 — 13.3 20.9% 9.2 (16.4%) Average retirement age The table below shows the impact of a one-year change in the expected average retirement age: US$ million Accrued liability % difference US$ million Accrued liability % difference 30 June 2014 12.1 — 30 June 2013 11.0 — Retirement one year earlier 14.4 19.0% Retirement one year earlier 11.6 5.4% Retirement one year later 13.2 (9.0%) Retirement one year later 10.4 (5.5%) 142 Petra Diamonds Limited Annual Report and Accounts 2014 FINANCIAL STATEMENTSFive-year Summary of Consolidated Figures For the year ended 30 June 2014 US$ million Income statement Revenue (gross)1 Adjusted mining and processing costs2 Profit from mining activity3 Adjusted EBITDA4 Adjusted net profit after tax5 Net profit/(loss) after tax – Group Statement of financial position Current assets Non-current assets Total assets Borrowings (short and long term) Current liabilities (excluding borrowings) Total equity Movement in cash Net cash generated from operating activities Adjusted operating cashflow6 Net cash utilised in investing activities Net cash generated by/(utilised in) financing activities Net increase/(decrease) in cash and cash equivalents Ratios and other key information 2014 2013 2012 2011 20107 472.6 402.7 316.9 220.6 163.7 (277.4) (254.8) (222.6) (146.9) (98.9) 201.1 187.7 93.7 67.5 143.8 127.6 53.6 27.9 167.5 931.4 173.6 827.0 1,098.9 1,000.6 158.9 72.1 631.9 147.0 69.5 587.4 103.3 90.3 39.6 (2.1) 151.6 839.6 991.2 69.0 51.2 76.4 67.1 34.1 59.2 413.6 558.0 971.6 90.1 47.6 67.2 70.9 69.3 70.2 87.4 404.0 491.4 64.5 32.5 665.0 699.0 290.9 196.1 181.2 73.0 132.8 77.2 84.6 50.9 67.8 48.8 49.0 (211.0) (180.3) (123.9) (330.7) (52.6) 22.0 7.1 94.0 (13.3) (13.6) (60.3) 349.8 70.0 21.7 17.9 Basic earnings/(loss) per share attributable to the equity holders of the Company – US$ cents Adjusted basic earnings per share from continuing operations attributable to the equity holders of the Company – US$ cents5 Capex Cash at bank (including restricted) 9.69 6.30 (0.48) 12.83 22.65 14.82 211.2 34.0 11.34 191.2 26.2 7.82 137.3 47.3 8.41 22.30 110.9 324.9 25.5 34.5 The Group uses several non-GAAP measures above and, as these are non-GAAP measures, they should not be considered as replacements for IFRS measures. The Company’s definition of these non-GAAP measures may not be comparable to other similarly titled measures reported by other companies. 1. Revenue (gross) includes revenues for the Sedibeng JV and Star mines for FY2014 and FY2013. Under IFRS, these revenues are classified in the Consolidated Income Statement as part of the loss from discontinued operations on page 96. 2. Adjusted mining and processing costs are mining and processing costs stated before depreciation and share-based expense. 3. Profit from mining activities is revenue less adjusted mining and processing costs plus other direct income. 4. Adjusted EBITDA is stated before share-based expense, impairment charges, net unrealised foreign exchange gains and losses, and loss on discontinued operations. 5. Adjusted net profit after tax and adjusted (basic) earnings per share from continuing operations are net profit after tax and earnings per share from continuing operations stated before impairment charges, net unrealised foreign exchange gains and losses, and loss on discontinued operations. 6. Adjusted operating cashflow is operating cashflow adjusted for the cash effect of the movement in diamond debtors between each financial year end, excluding unrealised foreign exchange translation movements. 7. For the Period 1 July to 16 November 2009, Petra accounted for its interest in Cullinan under the gross method of proportional consolidation, recognising 50% of revenue and 13% minority interests. With effect from 17 November 2009, the effective date of control for accounting purposes that Petra acquired the remaining 50% interest in Cullinan Investment Holdings Ltd from Al Rajhi Holdings W.L.L., Petra consolidated 100% of revenue and 26% minority interests in line with IFRS. Petra Diamonds Limited Annual Report and Accounts 2014 143 FINANCIAL STATEMENTSPetra’s Partners The Company’s partnerships are key in terms of stakeholder sustainability and the long-term success of its operations. In South Africa, the Company has partner shareholders in its operations who represent the interests of black economic empowerment (“BEE”) shareholders. These BEE partners include various commercial BEE entities (including women’s groups), as well as, importantly, the Petra Diamonds Employee Trust. In Tanzania, Petra’s partner is the Government of the United Republic of Tanzania at the Williamson mine, the country’s most important diamond producer. Operations BEE and government Finsch Cullinan 74% 74% 26% Petra Diamonds Employee Trust 5% Senakha Diamonds Investments (Pty) Ltd 21% (Sedibeng Mining (Pty) Ltd 17%, Lexshell 844 Investments (Pty) Ltd 2%, Namoise Mining (Pty) Ltd 2%) 26% Petra Diamonds Employee Trust 12% Thembinkosi Mining Investments (Pty) Ltd 14% (Sedibeng Mining (Pty) Ltd 6.16%, Umnotho WeSizwe Group (Pty) Ltd 5.04%, Namoise Mining (Pty) Ltd 2.8%) 70% Koffiefontein 30% Re Teng Diamonds 30% (Sedibeng Mining (Pty) Ltd 15%, Thari Resources (Pty) Ltd 6%, Petra Diamonds Employee Trust 5%, Blue Diamond Mines (Pty) Ltd (Petra) 4%) Petra Diamonds Limited 74% Kimberley Underground 26% Sedibeng Mining (Pty) Ltd 74% Helam 26% Sedibeng Mining (Pty) Ltd Williamson 75% 25% Government of the United Republic of Tanzania 100% Botswana exploration Note: Petra has an interest in Sedibeng Mining (Pty) Ltd; please refer note 10 in the Financial Statements on page 115. 144 Petra Diamonds Limited Annual Report and Accounts 2014 SUPPLEMENTARY INFOFY 2014 – Operations Results Tables Finsch – South Africa Sales Revenue Diamonds sold Average price per carat ROM production Tonnes treated Diamonds produced Grade¹ Tailings production Tonnes treated Diamonds produced Grade¹ Total production Tonnes treated Diamonds produced Costs On-mine cash cost per tonne treated Capex Expansion Capex Sustaining Capex Borrowing costs capitalised Total Capex Unit FY 2014 FY 2013 Variance US$m Carats US$ Tonnes Carats Cpht Tonnes Carats Cpht Tonnes Carats ZAR US$m US$m US$m US$m 183.7 1,856,939 99 2,910,195 1,109,022 38.1 2,668,278 776,138 29.1 160.6 1,336,418 120 2,609,935 890,360 34.1 2,600,611 522,106 20.1 5,578,473 1,885,160 5,210,546 1,412,465 146 50.7 12.3 4.8 67.8 139 33.5 10.6 4.5 48.6 +14% +39% -18% +12% +25% +12% +3% +49% +45% +7% +33% +5% +51% +16% +7% +40% 1. The Company is not able to precisely measure the ROM/tailings grade split because ore from both sources is processed through the same plant; the Company therefore back-calculates the grade with reference to resource grades. Cullinan – South Africa Unit FY 2014 FY 2013 Variance Sales Revenue Diamonds sold Average price per carat ROM production Tonnes treated Diamonds produced Grade Tailings production Tonnes treated Diamonds produced Grade Total production Tonnes treated Diamonds produced Costs On-mine cash cost per tonne treated Capex Expansion Capex Sustaining Capex Borrowing costs capitalised Total Capex US$m Carats US$ Tonnes Carats Cpht Tonnes Carats Cpht Tonnes Carats ZAR US$m US$m US$m US$m 162.8 881,343 185.1 133.0 816,611 1632 2,546,383 706,728 27.8 2,149,571 116,891 5.4 2,595,004 795,370 30.7 1,485,889 73,605 5.0 4,695,954 823,619 4,080,893 868,975 154 73.5 14.7 4.9 93.1 158 64.0 17.2 7.8 89.0 +22% +8% +13% -2% -11% -9% +45% +59% +8% +15% -5% -3% +15% -15% -37% +5% 1. The average value at Cullinan includes the 126.4 carat white diamond that sold for US$8.5 million in December 2013 and the 29.6 carat blue diamond that sold for US$25.6 million in February 2014; the average value for FY 2014 excluding these stones was US$146 per carat. 2. The average value at Cullinan includes the 25.5 carat blue diamond sold for US$16.9 million; the average value for FY 2013 excluding this stone was US$142 per carat. Petra Diamonds Limited Annual Report and Accounts 2014 145 SUPPLEMENTARY INFOFY 2014 – Operations Results Tables continued Koffiefontein – South Africa Sales Revenue Diamonds sold Average price per carat ROM production Tonnes treated Diamonds produced Grade Tailings/Ebenhaezer production Tonnes treated Diamonds produced Grade Total production Tonnes treated Diamonds produced Costs On-mine cash cost per tonne treated Capex Expansion Capex Sustaining Capex Total Capex Unit FY 2014 FY 2013 Variance US$m Carats US$ Tonnes Carats Cpht Tonnes Carats Cpht Tonnes Carats ZAR US$m US$m US$m 26.7 49,250 542 245,833 17,502 7.1 431,833 32,873 7.6 677,666 50,375 293 25.1 5.6 30.7 16.6 35,168 471 239,161 14,356 6.0 1,242,360 20,444 1.6 1,481,521 34,800 136 10.9 9.5 20.4 +61% +40% +15% +3% +22% +18% -65% +61% +375% -54% +45% +115% +130% -41% +50% Kimberley Underground – South Africa Unit FY 2014 FY 2013 Variance Sales Revenue Diamonds sold Average price per carat Total production (all ROM) Tonnes treated Diamonds produced Grade Costs On-mine cash cost per tonne treated Capex Expansion Capex Sustaining Capex Total Capex US$m Carats US$ Tonnes Carats Cpht ZAR US$m US$m US$m 38.8 127,729 303 908,498 126,917 14.0 301 5.8 4.3 10.1 33.4 113,383 295 804,725 115,400 14.3 265 17.6 4.0 21.6 +16% +13% +3% +13% +10% -2% +14% -67% +8% -53% 146 Petra Diamonds Limited Annual Report and Accounts 2014 SUPPLEMENTARY INFOWilliamson – Tanzania Unit FY 2014 FY 2013 Variance Sales Revenue Diamonds sold Average price per carat ROM production Tonnes treated Diamonds produced Grade Alluvial production Tonnes treated Diamonds produced Grade Total production Tonnes treated Diamonds produced Costs On-mine cash cost per tonne treated Capex Expansion Capex Sustaining Capex Total Capex US$m Carats US$ Tonnes Carats Cpht Tonnes Carats Cpht Tonnes Carats US$ US$m US$m US$m 53.9 178,171 303 3,405,524 178,379 5.2 405,166 10,086 2.5 41.9 165,324 254 2,730,133 150,342 5.5 385,186 14,035 3.6 3,810,690 188,465 3,115,319 164,376 12 2.4 6.5 8.9 12 8.4 3.3 11.7 +29% +8% +19% +25% +19% -5% +5% -28% -31% +22% +15% — -71% +97% -24% Petra Diamonds Limited Annual Report and Accounts 2014 147 SUPPLEMENTARY INFO2014 Resource Statement Petra manages one of the world’s largest diamond resources of over 300 Mcts. This major resource implies that the potential mine lives of Petra’s core assets could be considerably longer than the current mine plans in place at each operation, or could support significantly higher production rates. Gross Resources As at 30 June 2014, the Group’s gross diamond Resources (inclusive of Reserves) decreased 3% to 301.1 Mcts (30 June 2013: 309.6 Mcts). Apart from depletion by mining activity, the main reasons for an overall decrease in gross diamond Resources were the sale of the Sedibeng and Star fissure operations (1.2 Mcts), the application of a revised resource model at Williamson (which saw the mine’s total Resource decrease by 6.3 Mcts due to a lower grade attributed to the K1, K1A and K2/KT facies in the diatreme portion of the orebody – currently not in the LOM business plan), and a 0.8 Mcts decrease in the total Resource at Kimberley Underground (mainly due to a reduced grade on the East Blow section of Dutoitspan, based on new sampling results). These decreases were countered by a 0.5 Mcts increase at Finsch due to re-modelling of Finsch Block 4 with PCBC software, and a 0.6 Mcts increase at Koffiefontein due to the base of the mine’s Resource being taken to 720 metres, based on new sampling results. Gross Reserves The Group’s gross diamond Reserves increased 1.5% to 55.2 Mcts (30 June 2013: 54.4 Mcts), mainly owing to re-calibration of the Finsch Block 4 PCBC model, and new PCSLC and PCBC modelling of the Finsch Block 5 SLC and Block Cave respectively. The following table summarises the gross Reserves and Resources status of the combined Petra Group operations as at 30 June 2014. Group Category Reserves Proved Probable Subtotal Resources Measured Indicated Inferred Subtotal Finsch Category Reserves Proved Probable Subtotal Resources Measured Indicated Inferred Subtotal Gross Gross Grade cpht 49.2 44.9 45.0 7.1 49.7 6.0 17.2 Grade (cpht) — 56.5 56.5 — 64.5 55.1 60.2 Tonnes millions 1.0 121.8 122.9 14.5 447.5 1,289.9 1,751.9 Tonnes (millions) — 49.7 49.7 — 46.3 38.9 85.2 Contained diamonds Mcts 0.50 54.74 55.24 1.03 222.51 77.61 301.15 Contained diamonds (Mcts) — 28.04 28.04 — 29.89 21.42 51.31 1. Resource bottom cut-off: 1.0mm. 2. Reserve bottom cut-off: 1.0mm. 3. Block 4 Resource tonnes and grade are based on block cave depletion modelling and include external waste. 4. Block 5 Resource stated as in situ. 5. Changes in Resource figures due to depletions and re-calibration of the Block 4 PCBC model. 6. The Block 4 PCBC model has been re-calibrated to correct for historical over-depletion and refined to better account for the South West Precursor ore that is now included in the Block 4 Block Cave material due to sidewall collapses in the open pit above Block 4. 7. Block 5 Reserves are based on PCSLC and PCBC modelling of new Sub Level Cave and Block Cave designs. 148 Petra Diamonds Limited Annual Report and Accounts 2014 SUPPLEMENTARY INFO Cullinan Category Reserves Proved Probable Subtotal Resources Measured Indicated Inferred Subtotal Gross Grade cpht — 41.4 41.4 — 70.8 10.0 46.6 Tonnes millions — 58.8 58.8 — 257.7 170.9 428.7 Contained diamonds Mcts — 24.34 24.34 — 182.44 17.16 199.60 1. Resource bottom cut-off: 1.0mm. 2. Reserve bottom cut off: 1.0mm. 3. B-Cut resource tonnes and grade are based on block cave depletion modelling and include external waste. 4. C-Cut Resource stated as in situ. 5. Reserve carats and grades are factorised as per the following Resource to Reserve liberation factors: “Brown” kimberlite 75.8%, “Grey” kimberlite 71.4% and Hypabbysal kimberlite 71.8%. 6. Changes in Resource figures due to mining depletions on all blocks. 7. Reserves are based on PCBC modelling of the BB1E, AUC-S, AUC-N, BA-West Phase 1 and C-Cut Phase 1, scheduling of the BAW 645L in Mine 2-4D, and pillar retreats in the BA5 and BB1E. 8. BB1E Reserves reduced by 1.6 Mcts due to PCBC re-calibration and depletions. Koffiefontein Category Reserves Proved Probable Subtotal Resources Measured Indicated Inferred Subtotal Gross Grade cpht Contained diamonds Mcts 7.5 8.7 8.6 3.0 7.8 3.5 4.3 0.02 0.76 0.78 0.43 2.34 3.88 6.65 Tonnes millions 0.3 8.8 9.1 14.2 30.0 110.3 154.5 1. Resource bottom cut-off (Koffiefontein underground and Ebenhaezer): 0.5mm. 2. Resource bottom cut-off (Eskom tailings): 1.0mm. 3. Reserve bottom cut-off: 1.0mm. 4. Main Pipe 600 to 720 has been moved to Inferred Resource and the base of the Resource has been lowered to 720m, based on new sampling. 5. New Resource model for Ebenhaezer pipe. 6. Underground Reserves based on remnants of old mining blocks, and Mine 2-4D scheduling of the 56-60mL Sublevel Cave and the 52mL de-stress mining block. 7. Ebenhaezer Reserve based on XPAC scheduling of open pit. Petra Diamonds Limited Annual Report and Accounts 2014 149 SUPPLEMENTARY INFO 2014 Resource Statement continued Kimberley Underground Category Reserves Proved Probable Subtotal Resources Measured Indicated Inferred Subtotal Gross Grade cpht — 17.1 17.1 — 18.8 8.2 9.7 Tonnes millions — 3.2 3.2 — 9.3 56.5 65.9 Contained diamonds Mcts — 0.54 0.54 — 1.76 4.65 6.41 1. Resource bottom cut-off (Dutoitspan and Dutoitspan West Extension): 1.0mm. 2. Resource bottom cut-off (all other underground blocks): 0.5mm. 3. Reserve bottom cut-off: 1.5mm. 4. Changes in Reserve and Resource figures due to mining depletions applied to Gemcom column tonne models; Bultfontein grades adjusted for observed waste percentages; East Blow grade reduced to 3.1 cpht in line with recent bulk sample. Williamson Category Reserves Proved Probable Subtotal Resources Measured Indicated Inferred Subtotal Gross Tonnes millions Grade cpht Contained diamonds Mcts — — — — 103.6 912.5 1,016.1 — — — — 4.6 3.1 3.3 — — — — 4.77 28.33 33.10 1. Resource bottom cut-off: 1.15mm. 2. Changes in Resource figures due to mining depletions and the new Resource model (reduced grade in K1, K1A and K2/KT facies in inferred resource below the current planned LOM pit shell). 150 Petra Diamonds Limited Annual Report and Accounts 2014 SUPPLEMENTARY INFO Helam Category Reserves Proved Probable Subtotal Resources Measured Indicated Inferred Subtotal Gross Grade cpht 66.0 76.1 72.6 263.9 266.4 268.8 267.3 Tonnes millions 0.7 1.4 2.1 0.2 0.5 0.8 1.5 Contained diamonds Mcts 0.48 1.05 1.53 0.60 1.32 2.17 4.09 1. Other Fissure Mines no longer included, following the sale of Sedibeng and Star, effective 30 April 2014. 2. Resource bottom cut-off: 1.0mm. 3. Reserve bottom cut-off: 1.0mm. 4. Measured Resources are classified as one level below current workings, or where a block is bounded above and below by current workings. 5. Indicated Resources are classified as two levels below measured Resources. 6. Inferred Resources are classified as three levels below Indicated Resources or inaccessible mined out areas, or as extensions along strike from existing Resource blocks where exploration information allows. 7. Measured and Indicated Resources have been converted to Reserves by applying historically derived external dilution and in-stope loss factors to resource tonnages and grades. 8. Changes in Reserve and Resource figures due to mining depletions and opening of new blocks through mine development. General notes on reporting criteria 1. Resources are reported inclusive of Reserves. 2. Tonnes are reported as millions; contained diamonds are reported per million carats (“Mcts”). 3. Tonnes are metric tonnes and are rounded to the nearest 100,000 tonnes; carats are rounded to the nearest 10,000 carats; rounding off of numbers may result in minor computational discrepancies. 4. Resource tonnages and grades are reported exclusive of external waste, unless where otherwise stated. 5. 6. 7. 8. Reserve tonnages and grades are reported inclusive of external waste, mining and geological losses and plant modifying factors; reserve carats will generally be less than resource carats on conversion and this has been taken into account in the applicable statements. Reserves and Resources have been reported in accordance with the South African code for the reporting of mineral reserves and mineral resources (SAMREC 2007). The Petra 2014 annual Resource Statement as shown above is based on information compiled internally within the Group under the guidance and supervision of Jim Davidson, Pr. Sci. Nat. (reg. No.400031/06). Jim Davidson has over 40 years’ relevant experience in the diamond industry and is a full-time employee of Petra. All Reserves and Resources have been independently reviewed and verified by John Kilham, Pr. Sci. Nat. (reg. No. 400018/07), a competent person with 34 years’ relevant experience in the diamond mining industry, who was appointed as an independent consultant by the Company for this purpose. Petra Diamonds Limited Annual Report and Accounts 2014 151 SUPPLEMENTARY INFO Shareholder and Corporate Information Petra Diamonds Limited Registered office Clarendon House 2 Church Street Hamilton HM11 Bermuda Corporate Communications team 52–53 Conduit Street London W1S 2YX Tel: +44 20 7494 8203 Email: investorrelations@petradiamonds.com Group management office Elizabeth House 9 Castle Street St. Helier Jersey JE4 2QP Tel: +44 1534 700 000 www.petradiamonds.com Bankers Barclays Bank plc 38 Hans Crescent Knightsbridge London SW1X 0L2 Tel: +44 20 7114 7200 www.barclays.co.uk Solicitors Bermuda – Conyers Dill & Pearman Clarendon House 2 Church Street Hamilton HM11 Bermuda Tel: +1 441 295 1422 United Kingdom – Memery Crystal 44 Southampton Buildings London WC2A 1AP Tel: +44 20 7242 5905 Jersey – Ogier Ogier House The Esplanade St. Helier Jersey JE4 9WG Tel: +44 1534 504 000 Joint financial advisers and stockbrokers Barclays 1 Churchill Place Canary Wharf London E14 5HP Tel: +44 20 7623 2323 www.barclays.com RBC Capital Markets Riverbank House 2 Swan Lane London EC4R 3BF Tel: +44 20 7653 4000 www.rbccm.com 152 Petra Diamonds Limited Annual Report and Accounts 2014 Company registration number EC 23123 Company Secretary JTC Management Limited Elizabeth House 9 Castle Street St. Helier Jersey JE4 2QP Tel: +44 1534 700 000 PR advisers Buchanan 107 Cheapside London EC2V 6DN Tel: +44 20 7466 5000 www.buchanan.uk.com Registrar Capita Registrars (Jersey) Limited 12 Castle Street St. Helier Jersey JE2 3RT Tel: UK: 0871 664 0300 (calls cost 10 pence a minute plus network extras; lines are open 9.00am–5.30pm GMT Mon–Fri) International: +44 208 639 3399 Website: www.capitaassetservices.com Email: shareholderenquiries@capita.co.uk Transfer Agent Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BRS 4TU Tel: UK: 0871 664 0300 (calls cost 10 pence per minute plus network extras; lines are open 9:00am–5:30pm GMT Mon–Fri) International: +44 (0) 20 8639 3399 Website: www.capitaassetservices.com Email: shareholderenquiries@capita.co.uk Auditors BDO LLP 55 Baker Street London W1U 7EU Tel: +44 207 486 5888 SUPPLEMENTARY INFOFinancial calendar Accounting period end Preliminary results announced Annual Report published Annual General Meeting Interim accounting period end Interim results announced 30 June September October November 31 December February Stock exchange listing The Company’s shares are admitted to the premium segment of the Official List and are traded on the Main Market of the London Stock Exchange. The Ordinary Shares themselves are not admitted to CREST, but dematerialised depositary interests representing the underlying Ordinary Shares issued by Capita IRG Trustees Limited can be held and transferred through the CREST system. The rights attached to the Ordinary Shares are governed by the Companies Act 1981 (Bermuda) (as amended) and the Company’s Bye-Laws. The Company is a constituent of the FTSE 250 Index. Dividend policy No dividend has been declared or paid in FY 2014 or the prior year. The Company is committed to commencing an appropriate dividend payment policy, taking into account the Company’s current operations and expansion plans, stated production growth, diamond prices and other relevant factors. Petra previously announced that it expected to commence dividend payments in FY 2016, but the Board is currently considering bringing the commencement of dividend payments forward. Petra will provide further detail on its anticipated dividend policy and commencement thereof in FY 2015. Substantial shareholdings The interests as indicated in the table below in the Ordinary Shares of the Company represented more than 3% of the issued share capital as at 17 October 2014. Al Rajhi Holdings W.L.L. T. Rowe Price1 JP Morgan Asset Management Holdings Inc. BlackRock Investment (UK) Limited Prudential plc group of companies2 Number of shares 66,525,600 52,386,511 39,603,194 37,221,723 31,143,330 Percentage of issued share capital 12.9% 10.2% 7.8% 7.3% 6.1% 1. T. Rowe Price holds 51,182,170 shares with voting rights attached to them, being 9.99% of Petra voting rights. 2. Of this holding, 30,929,516 shares are held by M&G Investment Funds 3. Company Bye-Laws The Company is incorporated in Bermuda and the City Code therefore does not formally apply to the Company. The Company’s Bye-Laws were amended in November 2011 to incorporate material City Code protections appropriate for a company to which the City Code does not apply. The amended Bye-Laws now require that all Directors stand for re-election annually at the Company’s Annual General Meeting. The Bye-Laws of the Company may only be amended by a resolution of the Board and by a resolution of the Shareholders. The Bye-Laws of the Company can be accessed at www.petradiamonds.com/investors/ company-documents. Share capital The Company has one class of shares of 10p each (the “Ordinary Shares”). Details of the Company’s authorised and issued Ordinary Share capital together with any changes to the share capital during the Year are set out in note 20 to the Financial Statements. Power to issue shares At the AGM held on 28 November 2013 (“the 2013 AGM”), authority was given to the Directors to allot: i) unissued Relevant Securities (as defined in the Bye-Laws) in the Company up to a maximum aggregate nominal value of £16,986,701.60, being 169,867,016 ordinary shares; and ii) equity securities (as defined in the Bye-Laws) in the Company for cash on (a) a non-pre-emptive basis pursuant to the rights issue or other offer to shareholders and (b) otherwise up to an aggregate nominal value of £2,528,472.15 (being equal to approximately 5% of the issued share capital of the Company as at 19 October 2012). Share rights Shareholders have the right to receive notice of and attend any general meeting of the Company. Each Shareholder who is present in person (or, being a corporation, by representative) or by proxy at a general meeting on a show of hands has one vote and, on a poll, every such holder present in person (or, being a corporation, by representative) or by proxy shall have one vote in respect of every Ordinary Share held by them. There are no Shareholders who carry any special rights with regards to the control of the Company. Petra Diamonds Limited Annual Report and Accounts 2014 153 SUPPLEMENTARY INFOShareholder and Corporate Information continued Restriction on transfer of shares There are no restrictions on the transfer of Ordinary Shares other than: » the Board may at its absolute discretion refuse to register any transfer of Ordinary Shares over which the Company has a lien or which are not fully paid up provided it does not prevent dealings in the Ordinary Shares on an open and proper basis. During the Year, the Board did not place a lien on any shares nor did it refuse to transfer any Ordinary Shares; » the Board may also refuse to register a transfer if it is not satisfied that all the applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained; » certain restrictions may from time to time be imposed by laws and regulations; » pursuant to the Company’s share dealing code whereby the Directors and employees of the Company require approval to deal in the Company’s Ordinary Shares; and » where a person with at least a 0.25% interest in the Company’s shares has been served with a disclosure notice and has failed to provide the Company with information concerning interests in those Ordinary Shares. Repurchase of shares The Company may purchase its own shares for cancellation or to acquire them as Treasury Shares (as defined in the Bye-Laws) in accordance with the Companies Act 1981 (Bermuda) on such terms as the Board shall think fit. The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Companies Act 1981 (Bermuda), provided, however, that such purchase may not be made if the Board determines in its sole discretion that it may result in a non de minimis adverse tax, legal or regulatory consequence to the Company, any of its subsidiaries or any direct or indirect holder of shares or its affiliates. Appointment and replacement of Directors The Directors shall have power at any time to appoint any person as a director to fill a vacancy on the Board occurring as a result of the death, disability, removal, disqualification or resignation of any Director or to fill any deemed vacancy arising as a result of the number of directors on the Board being less than the maximum number of Directors that may be appointed to the Board from time to time. The Company may by resolution at any special general meeting remove any Director before the expiry of their period of office. Notice of such meeting convened for the purpose of removing a Director shall contain a statement of the intention to do so and be served on such Director not less than 14 days before the meeting and at such meeting to be heard on the motion for such Director’s removal. A Director may be removed (with or without cause) by notice in writing by all of their co-Directors, provided such notice is delivered to the Secretary and such Director. Financial instruments The Group makes use of financial instruments in its operations as described in note 25 of the financial statements. Website publication The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. 154 Petra Diamonds Limited Annual Report and Accounts 2014 The Company operates a website which can be found at www.petradiamonds.com. This site is regularly updated to provide relevant information about the Group. In particular all of the Company’s regulatory announcements and public presentations are made available and there is a dedicated investors section at www.petradiamonds.com/investors. The maintenance and integrity of the Company’s website (as well as the integrity of the financial statements contained therein) is the responsibility of the Directors. Shareholder enquiries Any enquiries concerning your shareholding should be addressed to the Company’s Registrar. The Registrar should be notified promptly of any change in a shareholder’s address or other details. The Company also has a frequently asked questions section available on its website at www.petradiamonds.com/investors/ shareholder-information/faqs. Shareholder Portal The Company has set up an online Shareholder Portal, www.capitashareportal.com, which offers a host of shareholder services online. Investor relations Requests for further copies of the Annual Report and Accounts, or other investor relations enquiries, should be addressed to the investor relations team in the London office on +44 20 7494 8203 or InvestorRelations@petradiamonds.com. eCommunications Shareholders have the flexibility to receive communications from Petra electronically, should they so choose, and can update their preferences at any time either by contacting Capita IRG or by logging into the Shareholder Portal. Shares in issue There was a total of 512,110,048 ordinary shares in issue at 30 June 2014. Share price information The latest information on the ordinary share price is available in the Investors section of the corporate website at www.petradiamonds.com/investors/share-price-information and on the London Stock Exchange website at www.londonstockexchange.com. Share dealing services The sale or purchase of shares must be done through a stockbroker or share dealing service provider. The London Stock Exchange provides a “Locate a broker” facility on its website which gives details of a number of companies offering share dealing services. For more information, please visit the Private investors section at www.londonstockexchange.com. Please note that the Directors of the Company are not seeking to encourage shareholders to either buy or to sell shares. Shareholders in any doubt about what action to take are recommended to seek financial advice from an independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000. Shareholder security Shareholders are advised to be wary of any unsolicited advice, offers to buy shares at a discount, or offers of free reports about the Company. Details of any share dealing facilities that the Company endorses will be included in Company mailings or on our website. SUPPLEMENTARY INFOGlossary “AGM” “alluvial” Annual General Meeting deposits of diamonds which have been removed from the primary source by natural erosive action over millions of years, and eventually deposited in a new environment such as a river bed, an ocean floor or a shoreline “BEE” black economic empowerment “Beneficiation” “block caving” “bulk sample” “calcrete” the refining of a commodity; in the case of diamonds, refers to the cutting and polishing of a rough stone a method of mining in which large blocks of ore are undercut so that the ore breaks and caves under its own weight. The undercut zone is initially drilled and blasted and some broken ore is drawn down to create a void into which initial caving of the overlying ore can take place. As more broken ore is drawn progressively following cave initiation, the cave propagates upwards through the orebody or block until the overlying rock also caves and surface subsidence occurs. The broken ore is removed through the production or extraction level developed below the undercut level. Once the caves have been propagated, it is a low cost mining method which is capable of automation to produce an underground “rock factory” a large sample for the purpose of estimating the grade of a diamond deposit and to produce a large enough quantity of diamonds to enable an evaluation of diamond quality hardened deposits of calcium carbonate formed in the near surface environment in arid or semi-arid environments “Cpht” “craton” “CSI” “ctpa” “cut-off grade” “ deflation soil sampling” carats per hundred tonnes a part of the Earth’s crust which has been relatively stable for a very long period Corporate Social Investment carats per annum the lowest grade of mineralised material considered economic to extract; used in the calculation of the ore reserves in a given deposit sampling the topmost soil layer to obtain heavy mineral grains that have been concentrated by wind action in arid or semi-arid environments “diamondiferous” containing diamonds “drawpoint” an opening through which ore from a higher level can fall and subsequently be loaded “DTR4” “EBITDA” “effluent” “EPS” “ESG” “ exceptional diamonds” “fissure” DTR rule 4 Periodic Financial Reporting earnings before interest, tax, depreciation and amortisation mine effluent is a regulated discharge from a point source like a treatment plant or dam spillway earnings per share environmental, social and governance Petra classifies ‘exceptional’ diamonds as stones that sell for US$5 million or more each informal term for a narrow, vertical, vein-like kimberlite dyke “FY” “grade” Petra’s financial year (1 July to 30 June) the content of diamonds, measured in carats, within a volume or mass of rock “H1” or “H2” first half, or second half, of the financial year “HSEQ” “iNED” “ Indicated Resource” “ Inferred Resource” “ kimberlite indicator minerals” or “Kim” “Kt” “LDD” “LHD” “LOM” “LTI” “LTIFR” health, safety, environmental and quality independent non-executive director that part of a diamond resource for which tonnage, densities, shape, physical characteristics, grade and average diamond value can be estimated with a reasonable level of confidence. It is based on exploration sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed and sufficient diamonds have been recovered to allow a confident estimate of average diamond value (SAMREC Code) that part of a diamond resource for which tonnage, grade and average diamond value can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified by geological and/or grade continuity and a sufficiently large diamond parcel is not available to ensure reasonable representation of the diamond assortment. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that may be limited or of uncertain quality and reliability (SAMREC Code) a brecciated ultrabasic igneous rock containing phlogopite mica, bronzite pyroxene and ilmenite; kimberlites may or may not contain diamonds minerals that can help locate the presence and establish the diamond-bearing potential of kimberlite thousand tonnes large diameter drilling load haul dumper life of mine lost time injury; a work-related injury resulting in the employee/contractor being unable to attend work on the day following the injury lost time injury frequency rate; the number of LTIs multiplied by 200,000 and divided by the number of hours worked “macrodiamond” diamonds too large to pass through a 0.5mm screen “Mctpa” “Mcts” “ Measured Resource” million carats per annum million carats that part of a diamond resource for which tonnage, densities, shape, physical characteristics, grade and average diamond value can be estimated with a high level of confidence. It is based on detailed and reliable exploration sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological Petra Diamonds Limited Annual Report and Accounts 2014 155 “Capex” capital expenditure “kimberlite” “carat” or “ct” a measure of weight used for diamonds, equivalent to 0.2 grams SUPPLEMENTARY INFOGlossary continued “ Measured Resource” continued and grade continuity and sufficient diamonds have been recovered to allow a confident estimate of average diamond value “microdiamond” diamonds small enough to pass through a 0.5mm screen “mini bulk sample” a large sample, commonly in the order of 50 tonnes to 100 tonnes, for the purpose of determining the exploration potential of a diamond prospect “mL” “Mt” “Mtpa” “NDD” “NED” “NGOs” “NUM” “open pit” “orebody” metre level million tonnes million tonnes per annum narrow diameter drilling Non-Executive Director non-governmental organisations National Union of Mine Workers in South Africa mining in which ore that occurs close to the Earth’s surface is extracted from a pit or quarry a continuous well-defined mass of material of sufficient ore content to make extraction feasible “overburden” material of little or no value, which overlies rock formations of economic interest “pa” “PCBC” per annum a highly sophisticated software package commonly used by companies involved in block caving for mine planning purposes “re-crush system” processes oversized material from the primary crushers, further reducing it in size “ROM” “RSA” “SAMREC” “shaft” “SHE” “SLC” “slimes” run-of-mine Republic of South Africa South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves a vertical or inclined excavation in rock for the purpose of providing access to an orebody. Usually equipped with a hoist at the top, which lowers and raises a conveyance for handling workers and materials safety, health and environment sub level cave the fine fraction of tailings discharged from a processing plant without being treated; in the case of diamonds, usually that fraction which is less than 1mm in size “stockpile” a store of unprocessed ore “sub level caving” follows the same basic principles as the block caving mining method; however, work is carried out on intermediate levels and the caves are smaller in size and not as long lasting. This method of mining is quicker to bring into production than block caving, as the related infrastructure does not require the level of permanence needed for a long-term block cave. This method is used to supplement block caving in order to provide production flexibility “tailings” material left over after processing ore “petrographic” referring to the detailed description of rocks, usually under the microscope “tailings dump” “tonnage” dumps created of waste material from processed ore after the economically recoverable metal or mineral has been extracted quantities where the tonne is an appropriate unit of measure; typically used to measure reserves of target commodity bearing material or quantities of ore and waste material mined, transported or milled “tpa” “tpm” tonnes per annum tonnes per month “ trackless equipment” equipment that does not operate on tracks (rails) “type II diamonds” type II diamonds have no measurable nitrogen impurities, meaning they are often of top quality in terms of colour and clarity » type IIa diamonds make up 1–2% of all natural diamonds. These diamonds are almost or entirely devoid of impurities, and consequently are usually colourless. Many large famous diamonds, such as the Cullinan and the Koh-i-Noor, are type IIa » type IIb make up about 0.1% of all natural diamonds. In addition to having very low levels of nitrogen impurities comparable to type IIa diamonds, type IIb diamonds contain significant boron impurities which is what imparts their blue/grey colour. All blue diamonds are type IIb, making them one of the rarest natural diamonds and very valuable “ underground pipe mines” Petra’s underground kimberlite pipe mines, being Finsch, Cullinan, Koffiefontein and Kimberley Underground “ Probable Reserves” the economically mineable material derived from a measured and/or indicated diamond resource. It is estimated with a lower level of confidence than a proven reserve. It is inclusive of diluting materials and allows for losses that may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, including consideration of, and modification by, realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction is reasonably justified “Proved Reserves” the economically mineable material derived from a measured diamond resource. It is estimated with a high level of confidence. It is inclusive of diluting materials and allows for losses that may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, including consideration of, and modification by, realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction is reasonably justified a method of developing vertical or inclined excavations by drilling a pilot hole, then reaming the pilot hole to the required dimensions “raiseboring” “RC” Reverse circulation (drilling) “rehabilitation” the process of restoring mined land to a condition approximating to a greater or lesser degree its original state 156 Petra Diamonds Limited Annual Report and Accounts 2014 SUPPLEMENTARY INFODiscover more online petradiamonds.com Keep up to date with our corporate website. Petra Diamonds Follow our business on LinkedIn. @Petra_Diamonds @PetraDiamondsIR Follow our corporate and IR news feeds on Twitter. Elizabeth House PO Box 1075 9 Castle Street St Helier Jersey JE4 2QP Tel: Fax: Email: +44 1534 700 111 +44 1534 700 007 info@petradiamonds.com www.petradiamonds.com Design Portfolio plants ten trees  for each of its corporate report projects, in association with Trees for Cities. Petra Diamond commitment to environmental issues is reflected in this Annual Report which has been printed on Heaven 42 and UPM Fine which are FSC® certified papers. This document was printed by Park Communications using their environmental print technology, which minimises the  impact of printing on the environment. Vegetable based  inks have been used and 99% of all dry waste associated with this production is diverted from landfill. Park Communications is a CarbonNeutral® printer. 

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