KDC Kimberley Dia

    NOTICE OF 2007 ANNUAL GENERAL MEETING

Notice is hereby given that the 2007 Annual General Meeting of shareholders of
Kimberley Diamond Company NL will be convened at 9.00 am on Monday, 26 November
2007 at the Celtic Club, 48 Ord Street, West Perth WA 6005. An Explanatory
Statement containing information in relation to the resolutions accompanies
this Notice.

AGENDA

GENERAL BUSINESS

2007 Financial Statements
To receive, consider and discuss the Company's financial statements and the
reports of the Directors and Auditors for the year ended 30 June 2007.

ORDINARY BUSINESS

To consider and if thought fit to pass the following resolutions as ordinary
resolutions.

Resolution 1 - Re-election of Director - MR peter danchin
"That Mr Peter Danchin, being a director of the Company, retires by rotation in
accordance with the Company's Constitution and, being eligible, be re-elected
as a director of the Company."

RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR ROBERT STILL
"That Mr Robert Still, being a director of the Company, retires by rotation in
accordance with the Company's Constitution and, being eligible, be re-elected
as a director of the Company."

RESOLUTION 3 - ADOPTION OF REMUNERATION REPORT
"That the Remuneration Report contained in the 2007 Financial Report be adopted
by the Company."

Other Business

To deal with any other business that may be brought forward in accordance with
the Company's Constitution and the Corporations Act 2001.

By order of the Board

Jean Mathie
Company Secretary
Date: 15 October 2007

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide Shareholders with
material information to enable them to make an informed decision on the
business to be conducted at the Annual General Meeting of the Company and
provides Shareholders with the information required to be provided to
Shareholders by the Corporations Act 2001 and the Listing Rules of the
Australian Stock Exchange Limited (ASX Listing Rules).

General Business

Receiving Financial Statements and Reports
The Corporations Act 2001 requires that Shareholders view the annual company
and consolidated financial statements and reports of the directors and auditors
every year. Shareholders will be given the opportunity to ask question of the
directors and the auditors in relation to the financial statements that have
been provided to Shareholders. No resolution is required to be moved in respect
of this item.

Ordinary Business
Resolution 1 - Re-Election of Director - Peter D Danchin, Non-Executive
Director (61 years), B.Sc (Hons), Pr.Sci.Nat. (RSA)

Appointed 2 July 2002, member of the Audit and Risk Committee.  Mr Danchin has
extensive experience in the exploration, mining and marketing of diamonds.  He
has held senior technical and managerial positions with Union Carbide Corp. of
USA and Anglo American Corporation of South Africa.  He was Group Managing
Director - Operations with Trans Hex, which is the second largest diamond
producer in South Africa.  Mr Danchin is a director of Resource & Investment NL
since 2001.  Mr Danchin holds an honours degree in exploration geology from the
University of Witwatersrand.  He lives in Cape Town, South Africa. 

Resolution 2 - Re-Election of Director -Robert G Still, Independent
Non-Executive Director (52 years), B.Comm (Hons.), CA (SA), IMM

Appointed 19 April 2005, Chairman of the Remuneration and Nomination Committee
and member of the Audit and Risk Committee.  Mr Still started his career as a
Chartered Accountant, becoming a partner of Ernst & Whinney (later Ernst &
Young) before leaving in 1986 to co-found Rhoex Ltd (exploration and mining -
Johannesburg Stock Exchange).  Since that time, Mr Still has been involved in
both the senior and junior sectors of the mining industry worldwide and has
held both executive and non-executive director positions in mining and
exploration companies listed in South Africa, Australia, Canada and the UK.  In
this time he has participated in the development of several new mining projects
including Rhovan, Ticor Titanium, Pangea Goldfields, Southern Mining (Corridor
Sands), Great Basin Gold (Burnstone) and Zimbabwe Platinum Mines Ltd.  He is
currently Chairman of Pangea Exploration, a private company active in
exploration, mining project development and mining finance and the Managing
Director of Pangea Diamondfields Plc, which has diamond interests in four
African countries.  He lives in Johannesburg, South Africa.

Resolution 3 - Adoption of Remuneration Report
Section 298 of the Corporations Act requires that the Annual Directors' Report
contain a Remuneration Report prepared in accordance with section 300A of the
Corporations Act 2001. The Remuneration Report for the financial year ended 30
June 2007 is set out in the Directors Report of the 2007 Annual Report. Section
250R(2) of the Corporations Act 2001 requires companies to put a resolution to
their members that the Remuneration Report be adopted. Pursuant to Section 250R
(3) of the Corporations Act 2001 shareholders should note that Resolution 3 is
an "advisory only" resolution which does not bind the directors or the Company.
During the consideration of this item, there will be an opportunity for
shareholders to comment on and ask questions about the Company's Remuneration
Report

END

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