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ANNUAL REPORT and ACCOUNTS 2018 Gem Diamonds Is a Leading Producer of High-Value Diamonds

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ANNUAL REPORT and ACCOUNTS 2018 Gem Diamonds Is a Leading Producer of High-Value Diamonds ANNUAL REPORT AND ACCOUNTS 2018 Gem Diamonds is a leading producer of high-value diamonds The Group, which has its head office in the United Kingdom, owns the Letšeng mine in Lesotho and the Ghaghoo mine in Botswana. The Letšeng mine is renowned for its regular On the cover, the 910 carat Lesotho production of large, exceptional white diamonds, making it the Legend recovered in January 2018, highest average dollar per carat kimberlite diamond mine in largest gem quality diamond ever recovered at Letšeng. the world. Since Gem Diamonds acquired the mine in 2006, Letšeng has produced some of the world’s most remarkable Welcome to the Gem diamonds. Among these diamonds recovered are the 910 carat Diamonds Annual Report Lesotho Legend, the 603 carat Lesotho Promise, the 550 carat and Accounts 2018 Letšeng Star and the 493 carat Letšeng Legacy. The Annual Report and Accounts have been prepared in accordance Gem Diamonds’ strategy is underpinned by three key priorities with: to deliver maximum value for all shareholders through its – applicable English and British Virgin Islands law; business cycle. Its current focus is on enhancing the efficiency – regulations and best practice as of the Group’s operations by improving day-to-day advised by the Financial performance, driving stringent cost control and capital Reporting Council and the discipline; and selling non-core assets. The selling of diamonds Department of Business, is supported by the Group’s sales, marketing and manufacturing Innovation and Skills in the United Kingdom; and capabilities. Financial, technical and administrative services are – International Financial supported by its South African subsidiary. Reporting Standards. CONTENTS BUSINESS OVERVIEW MANAGEMENT REVIEW OPERATING REVIEW 1 2018 in review 18 Chief Executive’s review 30 Letšeng 2 About Gem Diamonds 21 Group financial 33 Sales, marketing and 3 Chairman’s statement performance manufacturing 6 Our strategy 27 Business transformation 35 Technology and innovation 8 Key performance indicators 37 Sustainable development 10 Viability statement 45 Sign off of strategic report 11 Principal risks and uncertainties 16 Market review GOVERNANCE FINANCIAL STATEMENTS 46 Directorate 94 Responsibility Statement of 48 Chairman’s introduction to the Directors corporate governance 95 Independent Auditors’ 50 UK Corporate Governance Report Code Compliance 98 Annual Financial 58 Audit Committee Statements 64 Nominations Committee 144 Abbreviations and Definitions 67 HSSE Committee 145 Contact Details and 70 Annual Statement on Advisers Directors’ Remuneration 72 Directors’ Remuneration Policy 79 The Annual Report on Remuneration 90 Directors’ Report Business overview Management review Operating review Governance 2018 IN Financial statements REVIEW Operational WASTE TONNES MINED (millions) Results at a glance Year to 31 December 2018 2017 % change 25.8 Average price per carat achieved (US$) 2 131 1 930 10 (2017: 29.7) Revenue (US$ million) 267.3 214.3 25 Underlying EBITDA1 (before exceptional items) (US$ million) 82.3 48.6 69 ORE TONNES TREATED (millions) Profit for the year (before exceptional items) (US$ million) 46.6 20.8 124 Basic earnings per share2 (before exceptional 6.5 items) (US cents) 18.80 6.56 187 (2017: 6.5) 1 Refer to Note 4, Operating profit, for definition of non-GAAP measures. 2 Refer to Group financial performance for GAAP measures. CARATS RECOVERED (thousands) At 31 December 2018 2017 % change 126.9 Cash and short-term deposits (US$ million) 50.8 47.7 7 (2017: 119.9) Drawn down bank facilities (US$ million) 33.3 46.3 28 Net cash3 (US$ million) 17.5 1.4 1 150 CAPITAL EXPENDITURE (US$ million) Available bank facilities (US$ million) 57.8 36.2 60 3 Net cash is a non-GAAP measure and calculated as cash and short-term deposits less drawn down bank facilities (excluding asset-based finance facility). 23.0 (2017: 17.8) CARATS SOLD (thousands) Health, safety, social and environment (HSSE) 125.1 Four LTI resulting in year Fatality-free an LTIFR of 0.15 (2017: 120.2) AVERAGE EMPLOYEES (including contractors) Letšeng retains Zero major or significant ISO 14001 and environmental obtained ISO 45001 or stakeholder 2 189 certification incidents (2017: 2 089) Sustainable Development Information relating to Sustainable Development has been compiled in accordance with the Global Reporting Initiative (GRI) G4 Sustainability Reporting Guidelines and Gem Diamonds’ internal reporting guidelines, with consideration of the UN Global Compact. Details regarding Sustainable Development can be found on www.gemdiamonds.com This icon indicates This icon refers the reader to This icon indicates link to This QR code refers the reader additional information further information about the Remuneration Report to further information about available on the Group’s the Group’s sustainable the Group’s sustainable website at development activities on development activities on the www.gemdiamonds.com the Group’s website at Group’s website at www.gemdiamonds.com www.gemdiamonds.com Gem Diamonds Annual Report and Accounts 2018 page 1 ABOUT GEM DIAMONDS Diamond analysis and manufacturing Technical and administrative services Baobab Technologies1 Gem Diamond Technical Services1 The Group’s high-tech diamond analysis and Technical support function located in South Africa manufacturing operation is tasked with: • Understanding the value of exceptional rough diamonds through mapping and analysis; and • managing the manufacturing process of selected United Kingdom – Belgium diamonds for final polished sale. Head office Sales and marketing Gem Diamonds Marketing Services1 The Group's diamond sorting, sales and marketing operation in Belgium focuses on: Botswana • maximising the revenue achieved on diamond sales; • developing the Gem Diamonds brand in the Cyprus market; and • enhancing customer relationships. Technology and Innovation Gem Diamonds Innovation Services1 The Group established this company in Cyprus in 2017 to house the Group's innovation and technology research and development projects South Africa Letšeng Diamonds2 and Lesotho Letšeng Diamond Mine Open pit mining operation in Lesotho focuses on mining and processing ore efficiently and safely from its two kimberlite pipes (Main and Satellite). TOTAL RESOURCE Gem Diamonds Botswana Ghaghoo Diamond Mine1 Ghaghoo, the Group’s underground diamond mining 5.0m carats development in Botswana, was placed on care and maintenance in 2017. (as at 1 January 2015)3 IN-SITU VALUE TOTAL RESOURCE US$10.3 billion 20.5m 3 (as at 1 January 2015) (as at 1 January 2014)3 IN-SITU VALUE US$4.9 billion (as at 1 January 2014)3 1 100% ownership by Gem Diamonds Limited. 2 70% ownership by Gem Diamonds Limited and 30% ownership by the Government of the Kingdom of Lesotho. 3 As per most recent published Resource and Reserve statements. page 2 Gem Diamonds Annual Report and Accounts 2018 Business overview Management review Operating review Governance CHAIRMAN’S Financial statements STATEMENT A record number of recoveries of diamonds greater than 100 carats at Letšeng, including the 910 carat Lesotho Legend, combined with a focused drive to optimise business processes and enhance efficiencies, have generated a strong financial performance for 2018. reductions or changes to business processes do not compromise Dear shareholders, the safety of our staff, the sustainability of the operations or the welfare of the communities amongst which we operate. On behalf of the Board, it is my pleasure to present the Gem Diamonds 2018 Annual Report. This report affords me the The orebody at the Letšeng mine exhibits a particularly coarse opportunity to reflect on the past financial year and to share distribution in the size of the diamonds it contains. This the progress made against the Company’s stated objectives. inevitably makes it challenging to avoid damaging diamonds Reflecting on 2018 during the crushing and extraction process and the Company is determined to find a solution to this problem. Steady progress During 2018, the Board and management have focused squarely was made during 2018 towards achieving the stated objectives on delivering the Company’s strategic priorities of Extracting of using technology to identify diamonds that are fully enclosed Maximum Value from Operations, Working Safely and within kimberlite, and to liberate these diamonds using a Responsibly and Maintaining our Social Licence and Preparing non-mechanical process. The successful application of such for Our Future. These three overarching objectives, which have technology would sharply lower diamond damage and thereby been communicated to all our stakeholders, underpin how we improve the size distribution of the products recovered while work and what we do. also lowering operating costs. (For more information, refer to Technology and Innovation on page 35). I am pleased to advise that this past year was characterised by a record number of recoveries of large, high-quality diamonds, coupled with substantial progress on implementing the objectives of the Business Transformation programme, which are designed to ensure sustainable growth. Given the pleasing results, it is tempting to overlook the context from which these successes have been wrought. The positive results achieved in 2018 should be viewed against the backdrop of a difficult year for the global diamond mining industry. While pricing for Letšeng’s high value goods remained resilient, prices for smaller goods struggled due to a combination of ample new production over the last two years and the
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