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Registrar of Securities, Nunavut |
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Toronto Stock Exchange |
Re: | Dominion Diamond Corporation (the “Company”) |
| Report of Voting Results under NI51-102 |
In accordance with Section 11.3 of National Instrument 51-102 –Continuous Disclosure Obligations, the Company hereby advises of the results of the voting on the matters submitted to the annual meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) held on Wednesday, July 20, 2016. At the Meeting, the Shareholders were asked to consider certain matters outlined in the Notice of Annual Meeting and Management Proxy Circular dated June 17, 2016 (the “Proxy Circular”). The matters voted upon at the Meeting and the results of the voting were as follows:
The vote on election of directors was held by way of ballot at the Meeting. CST Trust Company (“CST”) provided the Company with the Voting Results and Report on Ballot on this matter after the Meeting. The Voting Results and Report on Ballot showed that 78.97% of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:
Nominee | Votes For | % of Votes For | Votes Withheld | % of Votes Withheld |
Brendan Bell | 67,083,534 | 99.54% | 306,633 | 0.46% |
Graham G. Clow | 66,070,841 | 98.04% | 1,319,326 | 1.96% |
Robert A. Gannicott | 59,714,436 | 88.61% | 7,675,731 | 11.39% |
James K. Gowans | 62,342,936 | 92.51% | 5,047,231 | 7.49% |
David S. Smith | 65,464,397 | 97.14% | 1,925,770 | 2.86% |
Chuck Strahl | 64,021,741 | 95.00% | 3,368,426 | 5.00% |
Josef Vejvoda | 67,050,408 | 99.50% | 339,759 | 0.50% |
Thomas A. Andruskevich | 66,969,117 | 99.38% | 421,050 | 0.62% |

As a result of the foregoing each of the above-noted eight nominee directors were elected directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.
2. | Appointment of Auditors |
By a resolution passed by a vote of the Shareholders held by way of a show of hands, KPMG, LLP, Chartered Accountants, were reappointed as the auditors of the Company to hold office until the next annual meeting of Shareholders at such remuneration as may be fixed by the directors and the directors of the Company were authorized to fix their remuneration.
3. | Shareholder Advisory Vote On Approach To Executive Compensation |
By a resolution passed by a vote of the Shareholders held by way of ballot, the non-binding shareholder advisory vote on approach to executive compensation was approved. CST provided the Company with the Voting Results and Report on Ballot on this matter, which showed that 78.97% of the issued and outstanding shares of the Company were voted on this matter, the results of which are as follows:
Votes For | % of Votes For | Votes Against | % of Votes Against |
59,845,644 | 88.80% | 7,544,523 | 11.20% |
DATEDthis 20th day of July, 2016.
DOMINION DIAMOND CORPORATION |
 |
Lyle R. Hepburn, Corporate Secretary |
