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Sunrise Diamonds plc

Explanatory Notes to the Notice of Annual General Meeting

The Annual General Meeting of Sunrise Diamonds plc will be held on Friday 29 January 2010 in the Fourth Floor Council Room at Arundel House, 13–15 Arundel Street, Temple Place, London, WC2R 3DX, at 11.00 a.m. The business of the meeting is as follows:

Ordinary Business Resolution 1 The Board is required to present to the meeting for approval the accounts and the Report of Directors and the Auditors for the year ended 30 September 2009 which can be found on pages 9 to 28 of this document.

Resolution 2 The Company’s Articles of Association require that at least one-third of directors retire annually and offer themselves for re-election if they and the Board so wish. Biographical details of the directors can be found on page 1 of this document.

This year Mr. Patrick Cheetham is retiring by rotation and the Board proposes that he be re-elected.

Resolution 3 The Company’s auditor PKF (UK) LLP is offering itself for re-appointment and if elected will hold office until the conclusion of the next annual general meeting at which accounts are laid before shareholders. This resolution will also allow the directors to fix the remuneration of the auditor.

Special Business

Resolution 4 This resolution is to give the directors authority to issue shares. The last such authority was put in place by a meeting of shareholders held on 4 March 2005 but it will expire at the coming Annual General Meeting.

Section 551 of the Companies Act 2006 requires that directors be authorised by shareholders before any of the unissued share capital can be issued.

At this stage in its development the Company relies on raising funds through the issue of shares from the equity markets from time to time and unless this resolution is put in place the Company will not be in a position to continue to raise funds to continue its activities.

If given, this authority will expire at the conclusion of the Annual General Meeting in 2011.

Resolution 5 This resolution will be proposed as a Special Resolution in the event that Resolution 4 is passed by shareholders. Resolution 5 is proposed to give the directors authority to issue shares other than by way of rights issues which are, for regulatory reasons, complex, expensive, time consuming and impractical for a company the size of Sunrise Diamonds plc.

A similar authority granted at last year’s Annual General Meeting is due to expire at the coming Annual General Meeting.

The resolution will, if passed, authorise directors to allot shares or grant rights over shares of the Company where they propose to do so for cash and otherwise than to existing shareholders pro-rata to their holdings — for example through a placement of shares and/or in connection with issue of warrants to employees.

If given, this authority will expire at the conclusion of the Annual General Meeting in 2011.



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