DIAMOND RESORTS EUROPEAN COLLECTION LIMITED

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NOTICE IS HEREBY GIVEN THAT THE TWENTY FIFTH ANNUAL GENERAL MEETING OF

DIAMOND RESORTS EUROPEAN COLLECTION LIMITED

Will be held on TUESDAY 25 JUNE 2019 AT 1.30PM at Morecambe Football Club, The Globe Arena, Morecambe LA4 4TB

AGENDA

1. To read and confirm the Minutes of the last Annual General Meeting (Minutes were made available to download from the website in August 2018. Should any member require a further copy, they can be obtained by logging onto and accessing the member information area)

2. Report of the Chairman of the Board 3. To receive the accounts and reports of the Directors and Auditors for the year ended 31 December 2018 4. To elect RSM UK Audit LLP as Auditors and to authorise the Directors to fix their remuneration 5. Election of a Member Director to the Board 6. The Club? Update 7. European Resort Operations Update 8. Any Other Business

By Order of the Board Susan Crook Company Secretary 10 May 2019 Registered Office: Citrus House, Caton Road, Lancaster LA1 3UA

Please Note: The official part of the meeting typically takes around an hour after which members present are able to participate in an open question and answer session with the Board for a further hour. Members who have a question they wish to raise during this time should in the first instance, forward details of their question to Teri Jackson, AGM Co-ordinator, Diamond Resorts?, Citrus House, Caton Road, Lancaster, LA1 3UA, UK, or e-mail Teri.Jackson@. These must be received no later than Friday 7 June 2019. A copy of the questions along with a written response will be available at the AGM and will also be posted in the member information area on following the meeting. European Collection Points Scheme Committee Members and Diamond team members will be available one hour prior to the meeting and up to one hour after to meet members on an individual basis to assist with resort and/or membership related issues.

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CHAIRMAN'S REPORT

Dear European Collection Member, Welcome to the Annual General Meeting 2019! I am delighted that I will have another opportunity to share with you the wonderful developments happening in the European Collection and update you briefly on what we are planning for the future. I hope that as many of you as possible can join us in Morecambe on the 25th June where, along with my fellow Board members, your Points Scheme Committee Member Representatives will be available to chat throughout the afternoon commencing from 12.30 pm and again after the formal meeting has closed from approximately 2.30 pm.

We budgeted 2019 expenditure at an exchange rate of ?1:1.15 which, with the uncertainty we faced (and continue to face) with the EU position, has actually proved extremely well forecast so far. The finance team continue to monitor currency movements and I can advise that the first six months of funding for Euro based resorts has been achieved within budget which is fantastic news. Some of the resorts' larger projects were scheduled for the latter part of the year so that any negative variances could be taken into consideration ? we are hoping all projects can be completed as planned.

2019 management charge collection campaign continues however we have seen a significant rise in members opting to pay by the monthly interest free facility which now represents approximately 40% of the overall total.

22 resorts received Interval International awards and 19 resorts received RCI awards. 20 resorts have received a Trip Advisor `Certificate of Excellence'. We are awaiting details on how we can renew the Green Leader award.

The resorts are all committed to providing ongoing updates on Twitter as to day to day life onsite so I would encourage you to become a follower and maybe share a tweet or two of your favourite view when on holiday! @DiamondResorts #DiamondResorts #StayVacationed.

Every year our European managed resorts compete in two categories of Resort of the Year. The categories are dependent upon the number of accommodations managed (ie size of resort) and points are awarded for different Diamond initiatives such as quality assurance inspections, hospitality, post-departure survey scores and Diamond App promotion. For 2018 we are pleased to announce that the Resort of the Year for resorts below 100 accommodations was awarded to Sunset View Club, Tenerife, with the Resort of the Year for resorts above 100 accommodations was awarded to Los Amigos Beach Club, Spain.

Our sustainability efforts continue, focusing primarily on conserving energy and resources along with recycling of waste as much as is possible. I'm sure that over the last year you will have noticed resorts increasing their offering of different activities. These activities highlight ways in which we can help manage our carbon footprint with enjoyable ways of encouraging the younger generations to understand the impact their existence has on the environment. #DiamondGoGreen

We have also partnered with `We Are Water', a non-profit organisation, to promote awareness of how important water is, sustaining life around the world. We should really all be thankful that we have a seemingly never ending supply of water at the quick turn of a tap!

With so many guests enjoying wonderful holidays we know that excitement is heightened and sadly with this we see, very occasionally, anti-social behaviour being experienced. A zero-tolerance policy is now in operation Europe-wide (you will see this displayed in Reception areas) that applies to all guests regardless of how their booking originated. I am pleased to report that incidents are isolated however please know that we take a very strong line with offenders.

Diamond's European legal department announced successful outcomes by various regulators of prosecutions resulting in custodial sentences relating to misrepresentations made to timeshare owners, including purported legal assistance to recover monies. The legal team assisted the regulators to secure these prosecutions by providing intelligence and carrying out background investigations. This was only possible with the support provided by you, our members who were good enough to forward information and advise us of such approaches. Thank you for helping us support this important initiative. However we all need to remain alert -- if you are contacted by any company offering you such services please email AssistanceEurope@.

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CHAIRMAN'S REPORT

Worldwide Timeshare Hypermarket has been appointed as an additional authorised intermediary to assist members with resales. They have been established since 1996 and operate strictly within the UK and European laws governing timeshare resales. They are also a member of RDO and have been awarded (for the second successive year) Feefo's 2018 Gold Trusted Service award (based on customer feedback). Their contact details can be found in the FAQ section of the website.

For 2018, The Club? continued to offer an array of ever-popular Member Escorted Journeys and Club Events, and introduced over 2,000 cruise cabins with a variety of sailings on 5 of the top cruise lines. The Club? expanded its Diamond Luxury products with bucket list items such as river cruises and jets. Additionally, Diamond Luxury Selections now offers over 7,500 options of luxury getaway homes and Diamond Luxury Hotels provides over 105,000 hotels to choose from around the world. The most popular resorts for the European Collection Members to enjoy were Pine Lake Resort in Europe and Mystic Dunes Resort in the USA.

Finally, I think it very important to mention, please complete the guest satisfaction surveys following your check out so that we can see what is going well and what you would perhaps like to see in future. Your comfort, wellbeing and enjoyment is what matters and I personally trust that you and your family will continue to make wonderful memories!

Suzana Gomercic Bajtek Chairman Diamond Resorts European Collection Ltd.

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NON-EXECUTIVE DIRECTORS REPORT

Firstly, we would like to take the opportunity to say thank you to all the resort teams. They continually strive to provide us with excellent service. I think this year has been exceptional. Always friendly and working hard to ensure our stays are memorable, it doesn't just happen, it takes dedication, persistence and pride, all team members should be applauded.

It has been a difficult year, with the continued back-drop and uncertainty of Brexit on everyone's agenda. 2018 saw a small increase in management charges, however, we have managed budgets well and still continued to make improvements to achieve and maintain the high standards we expect as members. We want to be ambassadors for ensuring we are leaders in environmental change and projects across all resorts are now common place.

Since its inception, we have encouraged all members to download the Diamond App and it is becoming more widely used. Improvements and enhancements have been made, making the App even more user friendly and informative. It is a must, so if you don't have it, we urge you to download it before your next trip. It will enable you to enhance your communication with resorts, before and during your stays. It will also allow you to take advantage of any special offers on the resorts, which are only available through the App.

There was a very pleasing response for the Points Scheme Committee Member Representative vacancies for this year. We have recruited new members to the posts who will be at this year's AGM. We would like to say welcome to the newcomers and a huge thank you to all those leaving for their service and dedication.

The continued hard work and persistence of Diamond's European Legal Department has been rewarded. The team has provided invaluable assistance to the regulators who have successfully brought legal proceedings against a number of disreputable companies purporting to offer services to members for alleged mis-selling of timeshare. As an example, ITRA (International Timeshare Refund Action) has been wound up and a Director from EZE has been jailed. The Legal team, working on our behalf is far from complacent and we are confident that further successes to rid us of these scam companies are in the pipeline. A couple of emails have been sent to all members from Diamond's legal team so please take time to review these further however if you feel you have been a victim of one of these companies, please forward details to the Diamond team at Citrus House (AssistanceEurope@).

We have continued to be very proactive, contributing to the work of the Board and are always available to assist members with any problems and queries as they arise. We have travelled widely and continue to meet up with members old and new. Regretfully this is Jill's final AGM as a Non-Executive Director as her second term of office comes to an end. She has worked relentlessly on behalf of members during the past 6 years and has been an advocate for high standards and improvements across the resorts and membership. I would like to take this opportunity to personally thank Jill for all her help and support to me and on behalf of us all, a huge thank you for her time and dedication. Jill will continue to be the Points Scheme Committee Member Representative for Royal Sunset Beach Club.

Finally, Al Bentley has now retired from the Board. We would like to thank Al for all his knowledge, support and input to the Board over the years and wish him every happiness in his well-earned retirement. He will be missed. Bon voyage Al, happy travels.

We both wish you, your families and friends happy travels in 2019 and beyond.

Sue Barnett and Jill Bush

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DIAMOND RESORTS EUROPEAN COLLECTION LIMITED

Annual report and financial statements for the year ended 31 December 2018

Report of the Directors The directors present their report together with the audited financial statements for the year ended 31 December 2018.

Principal activities The company is contracted to perform the role of an owners club for the purchasers of points rights from Diamond Resorts (Europe) Limited, the founder member of the company and its distributors.

The immediate parent undertaking is Diamond Resorts (Group Holdings) PLC.

The smallest group to consolidate these financial statements is headed by Diamond Resorts (Holdings) Limited. Copies of the Diamond Resorts (Holdings) Limited financial statements can be obtained from the Company Secretary at Citrus House, Caton Road, Lancaster, Lancashire, LA1 3UA.

The largest group to consolidate these financial statements is the global parent undertaking of the Diamond group holiday ownership business and related trading activities; Dakota Holdings, Inc., a company incorporated in Delaware, United States of America. Registered office: c/o Diamond Resorts Holdings, LLC, 10600 West Charleston Blvd., Las Vegas, NV 89135.

The directors regard BRH Holdings GP Limited, a company incorporated in the Cayman Islands, a British overseas territory, as the company's ultimate controlling party. Registered office: c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Cayman Islands KY1 9005.

Owners of points rights are able to use those points rights in exchange for accommodation at holiday properties. The legal interests in holiday properties developed or acquired by the Diamond Group are placed in trust by the group and held by an independent trustee, First National Trustee Company Limited, thereby protecting the interests of the owners of the points rights.

Under the terms of a management agreement, the company has assigned its responsibilities for the management and administration of its operations to a management company, Diamond Resorts (Europe) Limited. The members pay annual maintenance fees to this company and any surplus or deficit in funding is represented by amounts payable or receivable on behalf of Diamond Resorts European Collection Ltd in the balance sheet of that company's accounts.

These arrangements result in the company not trading and therefore neither a profit and loss account nor a statement of recognised gains and losses is presented. Furthermore, the company has no rights to any assets and all its obligations have been assigned to, and assumed by, Diamond Resorts (Europe) Limited under the management agreement.

Directors The directors of the company during the year and thereafter were: ? C A Bentley (resigned 16 April 2019) ? S Gomercic Bajtek ? R P Thomas ? J Bush ? S Barnett ? S D Lee (appointed 16 April 2019)

Directors' responsibilities The directors are responsible for preparing the director's report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law

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DIAMOND RESORTS EUROPEAN COLLECTION LIMITED

Annual report and financial statements for the year ended 31 December 2018 (continued)

the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to: ? select suitable accounting policies and then apply them consistently; ? make judgements and accounting estimates that are reasonable and prudent; ? prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditors All of the current directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the company's auditors for the purposes of their audit and to establish that the auditors are aware of that information. The directors are not aware of any relevant audit information of which the auditors are unaware.

Deloitte LLP resigned as auditor during the period. RSM UK Audit LLP were appointed as auditor in accordance with s485 of the Companies Act 2006.

In preparing this directors report advantage has been taken of the small companies' exemption.

By order of the Board

S D Lee Director

Date 09 May 2019

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INDEPENDENT AUDITOR'S REPORT

of the non-statutory financial information to Diamond Resorts European Collection Limited

Report on the audit of the non-statutory financial statements

Opinion We have audited the financial statements of Diamond Resorts European Collection Limited (the `company') for the year ended 31 December 2018 which comprise the statement of income and expenditure, balance sheet and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

? give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its result for the year then ended;

? have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; ? have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

? the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

? the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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INDEPENDENT AUDITOR'S REPORT

of the non-statutory financial information to Diamond Resorts European Collection Limited (continued)

Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit:

? the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

? the directors' report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

? adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

? the financial statements are not in agreement with the accounting records and returns; or ? certain disclosures of directors' remuneration specified by law are not made; or ? we have not received all the information and explanations we require for our audit; or ? the directors were not entitled to prepare the financial statements in accordance with the small companies

regime and take advantage of the small companies exemption from the requirement to prepare a strategic report or in preparing the directors' report.

Responsibilities of directors As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: . This description forms part of our auditor's report.

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