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Results of Virtual 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 Virtual Annual General Meeting
LONDON,24 JUNE 2021
Shareholders are advised that the Company’s Virtual Annual General Meeting (“VAGM”) was held today,
Thursday 24 June 2021. With the exception of Special Resolution 1, all binding resolutions set out in the
Notice of Virtual Annual General Meeting were passed by the requisite majority of shareholders.
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 in due course.
Details of the voting results at the VAGM are as follows:
Total issued number of ordinary shares (with voting rights) 1,168,756,030
Total number of shares present/represented including
proxies at the meeting (including shares abstained from
voting) 848,396,411
Percentage* of ordinary shares represented at the meeting 72.59%
Resolution proposed For Against Abstain**
Ordinary Resolution 1:
To adopt Gemfields’ Annual Report for the year ended 31 847,167,858 1,210,000 18,553
December 2020. 99.86% 0.14% 0.00%
Ordinary Resolution 2:
To re-elect Mary Reilly, who is retiring by rotation, as a 674,226,652 159,306,529 14,863,230
director of Gemfields. 80.89% 19.11% 1.75%
Ordinary Resolution 3:
To re-elect Kwape Mmela, who is retiring by rotation, as a 685,245,456 129,075,952 34,075,003
director of Gemfields. 84.15% 15.85% 4.02%
Ordinary Resolution 4:
To re-elect each of Carel Malan, Mary Reilly (subject to her
re-election pursuant to resolution 2) and Lumkile Mondi to 680,522,617 133,783,781 34,090,013
the Gemfields’ Audit Committee. 83.57% 16.43% 4.02%
Ordinary Resolution 5:
To reappoint BDO LLP as Gemfields’ auditor (until the
conclusion of the 2022 annual general meeting) and to 680,374,902 133,927,676 34,093,833
authorise the Directors to fix their remuneration. 83.55% 16.45% 4.02%
Special Resolution 1:
To authorise the directors of Gemfields pursuant to Article
5 of the Articles of Incorporation to issue up to 58,437,802
ordinary shares for cash subject to the conditions more
particularly set out in the Notice of Virtual Annual General 467,634,840 346,700,650 34,060,921
Meeting. 57.43% 42.57% 4.01%
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 the Notice of Virtual Annual General 681,725,355 132,596,326 34,074,730
Meeting. 83.72% 16.28% 4.02%
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
particularly set out in the Notice of Virtual Annual General 799,459,949 14,872,750 34,063,712
Meeting. 98.17% 1.83% 4.02%
Special Resolution 4:
To amend the articles of incorporation of Gemfields as set
out in the amended version of the articles attached as
Appendix A to the Notice of Virtual Annual General 846,988,201 1,219,550 188,660
Meeting. 99.86% 0.14% 0.02%
Non-binding advisory vote:
To endorse the Company’s Remuneration Policy (as set out 609,211,939 205,087,979 34,096,493
within the Remuneration Committee Report). 74.81% 25.19% 4.02%
Non-binding advisory vote:
To endorse the Company’s Remuneration Implementation
Report (as set out within the Remuneration Committee 688,735,468 125,545,350 34,115,593
Report). 84.58% 15.42% 4.02%
* 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).
-ENDS-
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 / Mark Lawrie
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
Clayton Bush / Scott Mathieson / Kane Collings
T: +44(0) 20 3100 2222
FINANCIAL PR/ IR
Camarco
Gordon Poole / Nick Hennis
T: +44(0) 20 3757 4980
ADDITIONAL INFORMATION ON GEMFIELDS
Gemfields is a world-leading supplier of responsibly sourced 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 licenses 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, 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 and has played an important role in the growth of the global coloured gemstone sector.
GEMFIELDS
GEMFIELDS.COM | INVESTORS |FOUNDATION
INSTAGRAM | FACEBOOK | TWITTER | YOUTUBE
FABERGÉ
FABERGÉ.COM | INSTAGRAM | FACEBOOK | TWITTER | YOUTUBE
KAGEM MINING LINKEDIN
MONTEPUEZ RUBY MINING LINKEDIN
Date: 24-06-2021 05:14:00
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