Gem Diamonds Limited

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5 June, 2018

(“Gem Diamonds” or 'the Company')

Pursuant to LR 9.6.2.R: Resolutions passed at the Company's Annual General Meeting held at Linklaters LLP, One Silk Street, London EC2Y 8HQ, on 5[th] June 2018 at 9:30am, were as follows:-

Passed as Ordinary Resolutions

“ 2 The Annual Report on Remuneration

THAT the Annual Report on Remuneration, including the Remuneration Committee Chair’s statement, as included in the Annual Report for the year ended 31 December 2017, be approved.

10 Authority to allot shares

THAT, in substitution for any existing authority to allot relevant equity securities, which is hereby revoked, but without prejudice to any allotment of securities made pursuant thereto, the Directors be and are hereby generally and unconditionally authorised for the purposes of Article 3.1 of the Company’s Articles of Association to exercise all the powers of the Company to allot shares or to grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount of US$462 285 (representing an amount equal to 33.33% of the Company’s issued share capital as at 23 April 2018) (the Allotment Amount) during the period commencing on the date of the passing of this ordinary resolution and expiring at the conclusion of the next Annual General Meeting of the Company, or, if earlier, at the close of business on 30 June 2019 (the Allotment Period), save that the Directors may, before the expiry of such Allotment Period, make offers or enter into agreements which would or might require relevant equity securities to be allotted after such expiry and, notwithstanding such expiry, the Directors may allot relevant equity securities in pursuance of such offers or agreements.

Passes as Special Resolutions

11 Disapplication of pre-emption rights

THAT, subject to the passing of resolution 10, in substitution for any existing authority to disapply preemption rights, which is hereby revoked, but without prejudice to any allotment or issue of securities made pursuant thereto, the Directors be and are hereby authorised to allot and issue equity securities for cash pursuant to the authority conferred by resolution 10 without first having offered such equity securities to existing shareholders and depositary holders, provided that this power shall be limited:

Gem Diamonds Limited

REGISTERED ADDRESS GROUND FLOOR, COASTAL BUILDING, WICKHAM’S CAY II, ROAD TOWN, CARROT BAY, TORTOLA BVI, VG1130 LONDON ADDRESS 2 EATON GATE LONDON SW1W 9BJ UNITED KINGDOM T +44 203 043 0280 F +44 203 043 0281 www.gemdiamonds.com

Reg No: 669758

11.1 to the allotment of equity securities or sale of treasury shares in connection with an offer or issue of, or invitation to apply for, equity securities in favour of:
- 11.1.1 ordinary shareholders where the equity securities respectively attributable to the interests of the ordinary shareholders (other than the Company) are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them; and
- 11.1.2 holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary, and so that the Directors may impose any limits, exclusions or restrictions and make any arrangements which they deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in, or under the laws of, or the requirements of, any relevant regulatory body or stock exchange in, any territory, or any other matter; and
11.2 to the allotment (otherwise than pursuant to paragraph 11.1 above) of equity securities or sale of treasury shares up to a total aggregate nominal amount of US$69 343;

such power to apply until the end of the Company’s next Annual General Meeting (or, if earlier, until the close of business on 30 June 2019) but, in each case, prior to its expiry the Directors may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

12 Specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment

THAT, if resolution 10 is passed, the Directors be and are hereby empowered, in addition to any power granted under resolution 11, to allot equity securities (for cash pursuant to the authority given by resolution 10 and/or to sell ordinary shares held by the Company as treasury shares for cash without first having offered such equity securities to existing shareholders and depositary holders), provided that this power shall be:

12.1 limited to the allotment of equity securities or sale of treasury shares up to a total aggregate nominal amount of US$69 343; and
12.2 used only for the purposes of financing (or refinancing, if the power is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the Notice, such power to expire at the end of the Company’s next Annual General Meeting (or, if earlier, at the close of business on 30 June 2019) but, in each case, prior to its expiry the Directors may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power

Gem Diamonds Limited

Reg No: 669758

expires and the Directors may allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if the power had not expired.

13 Purchase of own shares

THAT the Company be and is hereby generally and unconditionally authorised for the purposes of Article 10.1 of the Company’s Articles of Association to purchase, redeem or otherwise acquire ordinary shares in the Company in such manner and upon such terms as the Directors may determine during the period commencing on the date of the passing of this special resolution and expiring at the conclusion of the next Annual General Meeting of the Company held in 2019 or, if earlier, at the close of business on 30 June 2019, unless revoked, renewed or varied during that period, provided that:

13.1 the maximum aggregate number of ordinary shares authorised to be purchased is 13 868 554; (representing an amount equal to 10% of the Company’s issued share capital as at 23 April 2018);
13.2 the minimum price which may be paid for an ordinary share is US$0.01 per share;
13.3 the maximum price which may be paid for a share is the higher of: (i) 105% of the average of the closing price of the Company’s ordinary shares as derived from the London Stock Exchange Daily Official List during the five business days immediately prior to the date of purchase; and (ii) an amount equal to the higher of the price of the last independent trade of a share and the highest current independent bid as stipulated by Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation; and
13.4 this authority shall allow the Company to purchase shares after the expiry of this authority under any agreement made before the expiry of this authority, as if the authority hereby conferred had not expired.”