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GEMFIELDS GROUP LIMITED - Results of Annual General Meeting

Release Date: 29/06/2022 14:00
Code(s): GML     PDF:  
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Results of Annual General Meeting

GEMFIELDS GROUP LIMITED
Incorporated in Guernsey. Guernsey registration Number: 47656.
South African external company registration number 2009/012636/10
Share code on JSE:GML / AIM:GEM
ISIN: GG00BG0KTL52 | LEI: 21380017GAVXTCYS5R31
("Gemfields" or the "Company")


Results of Annual General Meeting
LONDON, 29 JUNE 2022


Shareholders are advised that the Company’s Annual General Meeting (“AGM”) was held today,
Wednesday 29 June 2022. All binding resolutions set out in the Notice of Annual General Meeting
were passed by the requisite majority of shareholders, other than Special Resolutions 1, 2 & 3.

Further, the Company acknowledges that more than 25% of shareholders have voted against Non-
Binding Advisory Vote 1 (albeit by a small margin), being the endorsement of the Company’s
Remuneration Policy. As such, and in keeping with the principles of the King IV Corporate
Governance Code, the Company will again seek to engage with shareholders in relation to the
Company’s Remuneration Policy.

Details of the voting results at the AGM are as follows:


 Total issued number of ordinary shares (with voting rights)           1,183,356,037
 Total number of shares present/represented including
 proxies at the meeting (including shares abstained from                 774,306,062
 voting)
 Percentage* of ordinary shares represented at the meeting                    65.43%




 Resolution proposed                                                       For           Against      Abstain**

 Ordinary Resolution 1:
 To adopt Gemfields’ Annual Report for the year ended 31               774,292,832              600        12,630
 December 2021.                                                            100.00%            0.00%         0.00%

 Ordinary Resolution 2:
 To re-elect Carel Malan, who is retiring by rotation, as a            635,452,028      138,769,290        84,744
 director of Gemfields.                                                     82.08%           17.92%         0.00%

  
 Ordinary Resolution 3:
 To re-elect Patrick Sacco, who is retiring by rotation, as a          774,206,848           10,650        88,564
 director of Gemfields.                                                    100.00%            0.00%         0.00%

 Ordinary Resolution 4:
 To re-elect Carel Malan (subject to his re-election as a
 Director pursuant to ordinary resolution 2), to the                   635,452,028      138,769,290        84,744
 Company’s Audit Committee.                                                 82.08%           17.92%         0.00%

 Ordinary Resolution 5:
 To re-elect Mary Reilly to the Company’s Audit Committee.             774,202,892           35,958        67,212
                                                                           100.00%            0.00%         0.00%

 Ordinary Resolution 6:
 To re-elect Lumkile Mondi to the Company’s Audit
 Committee.                                                            703,161,688       71,077,162        67,212
                                                                            90.82%            9.18%         0.00%

 Ordinary Resolution 7:
 To appoint Ernst & Young LLP as the Company’s auditor
 (until the conclusion of the 2023 annual general meeting) and
 to authorise the Directors to fix their remuneration.                 774,209,258            2,510        94,294
                                                                           100.00%            0.00%         0.00%

 Special Resolution 1:
 To authorise the directors of Gemfields pursuant to Article
 5 of the Articles of Incorporation to issue up to 58,970,490
 ordinary shares for cash subject to the conditions more               562,056,022      212,144,856       105,184
 particularly set out in the Notice of AGM.                                 72.60%           27.40%         0.00%

 Special Resolution 2:
 To provide general authority to Gemfields and/or any
 subsidiary thereof, from time to time, to acquire (repurchase)
 ordinary shares in the share capital of the Company from any
 person subject to the conditions more particularly set out in         562,096,061      212,119,869        90,132
 the Notice of AGM.                                                         72.60%         27.40%           0.00%

 Special Resolution 3:
 To provide general authority to Gemfields and/or any
 subsidiary thereof, to cancel any shares in Gemfields
 (including ordinary shares and/or treasury shares) which
 Gemfields holds in itself subject to the conditions more              562,073,619       212,114,779      117,664
 particularly set out in the Notice of AGM.                                 72.60%            27.40%        0.00%
                                                                                              

 Special Resolution 4:
 To amend the articles of incorporation of Gemfields as set
 out in the amended version of the articles attached as               700,827,302        73,359,386       119,374
 Appendix A to the Notice of Annual General Meeting.                       90.52%             9.48%         0.00%

 Non-binding advisory vote:
 To endorse the Company’s Remuneration Policy (as set out             564,013,683       210,052,607       239,772
 within the Remuneration Committee Report).                                72.86%            27.14%         0.00%

 Non-binding advisory vote:
 To endorse the Company’s Remuneration Implementation
 Report (as set out within the Remuneration Committee                 638,196,887       135,869,403       239,772
 Report).                                                                  82.45%            17.55%         0.00%

* All percentage figures are rounded to two decimal places.
**Abstentions are represented as a percentage of total issued number of ordinary shares (with
voting rights).




               Further information on Gemfields Group Limited can be found at:
                                      GEMFIELDSGROUP.COM


                          To join our investor mailing list, contact us on:
                                companysecretary@gemfields.com


                           For any press enquiries please contact us on:
                                    gemfields@camarco.co.uk


                                           ENQUIRIES

 GEMFIELDS                         Sean Gilbertson / David Lovett
                                   T: +44(0) 20 7518 3400


 SPONSOR (JSE)                     Investec Bank Limited


 SEDIBELO SALE PROCESS             Liberum
                                   Nehal Patel
                                   T: +44(0) 20 3100 2222


 NOMINATED ADVISER                 finnCap
 (AIM) & JOINT BROKER              Christopher Raggett / Tim Redfern / Edward Whiley
                                   T: +44(0) 20 7220 0500


 JOINT BROKER                      Liberum
                                   Scott Mathieson / Kane Collings
                                   T: +44(0) 20 3100 2222


 FINANCIAL PR/ IR                  Camarco
                                   Gordon Poole / Emily Hall
                                   T: +44(0) 20 3757 4980




ADDITIONAL INFORMATION ON GEMFIELDS


Gemfields is a world-leading miner of responsible coloured gemstones. Gemfields is the operator
and 75% owner of both the Kagem emerald mine in Zambia (believed to be the world’s single
largest producing emerald mine) and the Montepuez ruby mine in Mozambique (one of the most
significant recently discovered ruby deposits in the world). In addition, Gemfields also holds
controlling interests in various other gemstone mining and prospecting licences in Zambia,
Mozambique, Ethiopia and Madagascar.

Gemfields’ outright ownership of Fabergé - an iconic and prestigious brand of exceptional heritage
- enables Gemfields to optimise positioning, perception and consumer awareness of coloured
gemstones through Fabergé designs, advancing the wider group’s “mine and market” vision.

Gemfields has developed a proprietary grading system and a pioneering auction and trading
platform to provide a consistent supply of coloured gemstones to downstream markets, a key
component of Gemfields’ business model that has played an important role in the growth of the
global coloured gemstone sector.



                          GEMFIELDS.COM | INVESTORS |FOUNDATION

                          INSTAGRAM | FACEBOOK | TWITTER | YOUTUBE




                                          FABERGÉ

               FABERGÉ.COM | INSTAGRAM | FACEBOOK | TWITTER | YOUTUBE




                                   KAGEM MINING LINKEDIN

                              MONTEPUEZ RUBY MINING LINKEDIN




Date: 29-06-2022 02:00:00
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