ROCKWELL DIAMONDS INCORPORATED - Notice Of Annual General Meeting Of Shareholders

Notice Of Annual General Meeting Of Shareholders

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

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 25, 2014, 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 KPMG Inc., Chartered Accountants, as auditors of
  the Company for the ensuing year and authorizing the Board
  of Directors to fix the remuneration of the auditors;
5. To consider and if thought fit, authorize by disinterested
  majority vote, to approve a share bonus of a maximum of
  960,000 Common Shares to certain senior officers and senior
  staff;
6. To ratify and approve, by ordinary resolution, the
  continuance of the Company’s share option plan; and
7. To consider any permitted amendment to or variation of any
  matter identified in this Notice and to transact such other
  business as may properly come before the Meeting or any
  adjournment thereof.

An Information Circular will accompany this Notice when mailed
to shareholders.    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 19h00 on Wednesday, 23 July 2014.

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
the notice                               Friday, 20 June 2014
Last date to trade to be eligible
to vote                                  Friday, 11 July 2014
Record date to be eligible
to vote                                  Friday, 18 July 2014

DATED at Vancouver, British Columbia, June 16, 2014.

BY ORDER OF THE BOARD

James Andrew Hartley Campbell
President and Chief Executive Officer

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