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Rockwell - notice of Annual General Meeting
ROCKWELL DIAMONDS INCORPORATED
(A company incorporated in accordance with the laws of British
Columbia, Canada)
(Incorporation number BCO354545)
(Formerly Rockwell Ventures Inc.)
(South African registration number: 2007/031582/10)
Share code on the JSE Limited: RDI ISIN: CA77434W2022
Share code on the TSX: RDI CUSIP Number: 77434W103
Share code on the OTCBB: RDIAF
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TAKE NOTICE that the annual general meeting (the “Meeting”) of
shareholders of Rockwell Diamonds Inc. (the “Company”) will be
held at Suite 1500, 1055 West Georgia Street, Vancouver,
British Columbia, on July 26, 2013, at 10.00 a.m., local time
or 7p.m. SA time for the following purposes:
1. To receive and consider the financial statements of the
Company for its fiscal year ended February 28, 2013,
together with the auditor’s report thereon;
2. To fix the number of directors at seven (7);
3. To elect directors of the Company for the ensuing year;
4. To appoint an auditor of the Company for the ensuing
year;
5. To consider and if thought advisable, to approve a
special resolution authorising an alteration of the
Company’s Articles to include advance notice provisions
as set forth in the accompanying Information Circular;
6. To consider and if thought fit, authorise by
disinterested majority vote, to approve a share bonus to
certain officers and employees aggregating 1,000,000
shares; and
7. To consider and if thought fit, authorise by
disinterested majority vote, a right of conversion of an
outstanding and overdue 2011 convertible loan (“Loan”)
into a maximum of 12,235,686 million shares in connection
with amendment of the loan. The Loan is owed to the
Company’s principal shareholder, Daboll Consultants Ltd.,
part of the Steinmetz Diamond Group.
An Information Circular will accompany this Notice when mailed
to shareholders today, 28 June 2013. The Information Circular
contains details of matters to be considered at the Meeting.
The Meeting will also consider any permitted amendment to, or
variation of, any matter identified in this Notice and
transact such other business as may properly come before the
Meeting or any adjournment thereof.
CANADIAN REGISTER
Registered shareholders who are unable to attend the Meeting
in person and who wish to ensure that their shares will be
voted at the Meeting are requested to complete, date and sign
the enclosed form of Proxy or complete another suitable form
of proxy and deliver it in accordance with the instructions
set out in the form of Proxy and in the Information Circular.
Unregistered (Beneficial) shareholders who plan to attend the
Meeting must follow the instructions set out in the voting
instruction form and in the Information Circular to ensure
that their shares will be voted at the Meeting. If you hold
your shares in a brokerage account you are not a registered
shareholder.
SOUTH AFRICAN REGISTER
Shareholders who hold their shares in certificated form or who
are own-name registered shareholders holding their shares in
dematerialised form who are unable to attend the annual
general meeting but who wish to be represented thereat, are
required to complete and return the attached South African
form of proxy so as to be received by the transfer secretaries
by not later than 7p.m. (SA time) on Wednesday, 24 July 2013.
If you have dematerialised shares with a Central Securities
Depository Participant (“CSDP”) or broker and have not
selected “own-name” registration, you must arrange with your
CSDP or broker to provide you with the necessary letter of
representation to attend the Annual General Meeting of
shareholders or you must instruct them as to how you wish to
vote in this regard. This must be done in terms of the
agreement entered into between you and the CSDP or broker.
Record date to receive
this notice Friday, 21 June 2013
Last date to trade to be eligible
to vote Friday, 12 July 2013
Record date to be eligible
to vote Friday, 19 July 2013
DATED at Vancouver, British Columbia, June 19, 2013.
BY ORDER OF THE BOARD
James Andrew Hartley Campbell
President and Chief Executive Officer
28 June 2013
Johannesburg
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
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