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9408-Front(Sl) ANNUAL REPORT 2008 Gem Diamonds is a global diamond company that has been pursuing a long term growth strategy through targeted acquisitions and the development of existing assets. Under current market conditions, the Group is focused on the development of its cash generative assets and has curtailed all non-essential capital and development expenditure. The Group’s portfolio comprises producing kimberlite and lamproite mines, development projects and exploration assets, as well as diamond beneficiation centres. Operations and projects are situated in Angola, Australia, Botswana, the Central African Republic, the Democratic Republic of Congo, Dubai, Lesotho, Mauritius and Indonesia. With Letšeng’s production of the world’s most remarkable white diamonds and Ellendale’s production of rare fancy yellow diamonds, Gem Diamonds is focused towards higher value diamonds. This segment of the market is expected to deliver attractive long term returns. Contents Highlights 1 Board of Directors 2 Chairman’s Review 4 Chief Executive Officer’s Review 6 Chief Financial Officer’s Review 12 Annual Resource Statement 18 Sustainable Development Report 30 Directors’ Report 37 Remuneration Report 41 Corporate Governance Report 52 Responsibility Statement of the Directors 60 Annual Financial Statements 61 Advisors and Contacts ibc Cover: Light of Letšeng 478 cts, recovered at Letšeng mine in September 2008. Annual Report 2008 Highlights c Robust operational performance in 2008 c Letšeng doubling of production c Ellendale production ramp up c Recovery and sale of Light of Letšeng for US$18.4 million c Strong diamond prices for the first eight months, negated by significant price decline in last quarter c Rapid response to economic environment through cost and operating expenditure reduction as well as capital preservation c Placing announced to raise approximately US$107 million c Group poised to emerge from downturn in position of strength Annual Report 2008 Board of Directors NONEXECUTIVE DIRECTORS Roger Davis (52) Mike Salamon (54) Gavin Beevers (59) non-Executive Chairman Senior Independent Director non-Executive Director Roger spent eight years at Barclays, Mike is a mining engineer MBA with over Gavin was the Director of Operations latterly as the CEO of the UK banking 30 years experience in the mining sector. at De Beers from April 2000 until his operation and as a member of the Board He was a founding director of Billiton and retirement in 2004. He joined De Beers of Barclays Plc. Under his leadership, was instrumental in Billiton’s IPO on the in 1979 in Botswana for 11 years. the UK business was significantly London Stock Exchange in 1997 and Thereafter, he was appointed Assistant restructured. Prior to that he spent ten subsequent merger with BHP in 2001. General Manager at De Beers Marine in years in investment banking in London Mike retired from his position of Executive Cape Town until 1994, whereafter he and various positions in China and India Director at BHP Billiton in 2006 and is now returned to Botswana as General Manager for Flemings and BZW. Roger started the Chairman of New World Resources, at Orapa and Letlhakane Mines. From his career with a 12-year service in the a non-Executive Director of Central Rand January 1996 to March 2000, Gavin held British Army. He joined Gem Diamonds Gold, Ferrexpo plc and Co-president of the position of Deputy Managing Director in February 2007. private equity fund AMCI Capital. Mike of Debswana Diamond Company. Gavin joined Gem Diamonds in February 2008. joined Gem Diamonds in February 2007. Dave Elzas (42) Lord Robin Renwick (71) Richard Williams MBE MC (42) non-Executive Director non-Executive Director non-Executive Director Dave has over 15 years’ working Lord Renwick spent the majority of his Richard spent 20 years in the British Army, experience in international investment career representing Britain in the latterly as the Commanding Officer of 22 banking. Between 1994 and 2000, ambassadorial service. He served in the SAS Regiment, during which time he saw Dave served as a senior executive and United States from 1991 to 1995 and in service across the Middle East, Latin subsequently Managing Director of the South Africa from 1987 to 1991. He is Vice- America and Africa. Richard has an MBA Beny Steinmetz Group. Dave is currently Chairman of J.P. Morgan Cazenove and from Cranfield Uni versity and a Masters in the Senior Partner and CEO of the Geneva Vice-Chairman, Investment Banking, of J.P. International Secu rity Studies from Kings Management Group, an international Morgan Europe, Chairman of Fluor Ltd and College, London. Richard is the CEO of wealth management and financial a non-executive Director of Compagnie Chakata Ltd, an investment management services company. Dave joined Gem Financiere Richemont and Kazakhmys plc, company focused on defence and security Diamonds in October 2005. having previously served on the Boards of technologies. Richard joined Gem BHP Billiton, British Airways and SABMiller. Diamonds in February 2008. Lord Renwick joined Gem Diamonds in September 2007. 2 Annual Report 2008 EXECUTIVE DIRECTORS Clifford Elphick (48) Alan Ashworth (54) Kevin Burford (50) Chief Executive Officer Chief Operating Officer Chief Financial Officer Clifford joined Anglo American Alan holds a BSc in Mining Engineering Kevin has over 20 years’ experience in Corporation in 1986 and was seconded and has 32 years’ experience in the mining the mining industry having worked for to E Oppenheimer and Son as Harry industry. During his career he has worked De Beers and Anglo American between Oppenheimer’s personal assistant in in various countries, including South Africa, 1985 and 2005, and Xstrata in 2005. 1988. In 1990, he was appointed Namibia, Botswana, Guinea, Ghana and Kevin has held various strategic leadership managing director of E Oppenheimer Russia. He spent 28 years within the positions covering finance, supply chain, and Son, a position he held until leaving De Beers group, including four years as the IT, risk management, internal audit and in December 2004. During that time, General Manager of the Namdeb Diamond business strategy. Kevin completed his Clifford was also a director of Central Corporation and four years as the Group articles with Coopers and Lybrand in Holdings, Anglo American and DB Manager, Operations and Head of 1984 and is a registered Chartered Investments. Following the buy-out of Operations for DBCM. From March 2006 Accountant. Kevin joined Gem Diamonds De Beers in 2000, Clifford served on the until August 2007, he was the Managing in January 2006. De Beers Executive Committee. Clifford Director of Gold Fields Ghana operations formed Gem Diamonds in July 2005. in West Africa. Alan joined Gem Diamonds in November 2007 and was appointed to the Board in April 2008. Glenn Turner (49) Graham Wheelock (51) Chief Legal and Commercial Officer Chief Mineral Resources Manager Glenn was called to the Johannesburg Graham spent 23 years at Anglo American Bar in 1987 where he spent 14 years and De Beers, working on gold, diamonds practising as an advocate specialising and heavy mineral sands projects. He in general com mercial and competition served as Mineral Resources Manager at law, and took silk in 2002. Glenn was Namdeb and Namaqualand diamond appointed De Beers’ first General Counsel mines and in alluvial exploration projects in 2002 and was also a member of across the globe. Graham led the De their Executive Committee. Glenn was Beers Global Exploration Targeting Team responsible for a number of key initiatives for both kimberlites and alluvials from during this tenure, including overseeing 2004 to 2005. Graham joined Gem their re-entry into the USA. Glenn joined Diamonds in August 2005 and was Gem Diamonds in May 2006 and was subsequently appointed to the Board. appointed to the Board in April 2008. Graham resigned from the Board in April 2008 but remains a member of the Gem Diamonds management team. 3 Annual Report 2008 Chairman’s Review Established in 2005, Gem Diamonds was listed on the LSE in these actions and in accordance with the Group’s accounting February 2007 raising US$635 million and had at that time policies, assets were regretfully impaired at the year end. one producing asset, the Letšeng mine in Lesotho. The Letšeng mine in Lesotho remains a Best in Class asset in Gem Diamonds started 2008 in pursuit of rapid growth with the diamond industry. Commissioning of its second plant a portfolio of producing mines, development projects and commenced in March 2008 and production reached name exploration assets. The first eight months of 2008 saw a plate capacity in July 2008. The Letšeng mine continues to strong rise in rough diamond prices, especially for large produce diamonds of the highest quality, strong operational high quality diamonds, fuelled by continued economic and financial results and remains the core asset in the Group. growth and rising global jewellery consumption. The Letšeng mine has now produced four of the twenty largest diamonds ever discovered – three within the last three years. In the last four months of 2008, rough diamond prices fell suddenly and significantly as the global banking crisis severely curtailed financial liquidity in the diamond manu facturing At the Ellendale mine in Australia, the world’s largest producer pipeline, most notably in the already highly indebted trading of fancy yellow diamonds, management achieved the targets of higher tonnage throughput and reduced cash costs. In and manufacturing businesses. The diamond
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