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Results of AGM, EGM and confirmation of the Company’s change of name and new website address
Pallinghurst Resources Limited
(renamed to Gemfields Group Limited as of 26 June 2018)
(Incorporated in Guernsey)
(Guernsey registration Number: 47656)
(South African external company registration number 2009/012636/10)
Share code on the BSX: PALLRES ISIN: GG00B27Y8Z93
Share code on the JSE: PGL
("Gemfields" or the "Company")
Results of AGM, EGM and confirmation of the Company’s change of name
and new website address
Shareholders are advised that at the Company’s Annual General Meeting (“AGM”) held on Tuesday 26 June
2018, all of the binding resolutions set out in the notice and proposed at the meeting were passed by the
requisite majority of shareholders.
Details of the voting results at the AGM are as follows:
Total issued number of ordinary shares 1,431,685,553
Total number of shares present/represented including proxies at the
meeting (including shares abstained from voting) 858,878,030
Percentage of ordinary shares represented at the meeting 59.99%
Resolution proposed For Against Abstain*
Ordinary Resolution 1:
To adopt the Company’s Annual Report for the year ended 31 827,767,575 - 31,110,455
December 2017. 100.00% 0.00% 2.17%
Ordinary Resolution 2:
To re-elect Erich Clarke, who is retiring by rotation, as a Director of 827,762,775 4,800 31,110,455
the Company. 100.00% 0.00% 2.17%
Ordinary Resolution 3:
To re-elect Kwape Mmela, who is retiring by rotation, as a Director of 827,762,775 4,800 31,110,455
the Company. 100.00% 0.00% 2.17%
Ordinary Resolution 4:
To re-elect Dr Christo Wiese, who is retiring by rotation, as a Director 710,311,076 117,511,791 31,055,163
of the Company. 85.80% 14.20% 2.17%
Ordinary Resolution 5:
To re-elect Sean Gilbertson, who is retiring by rotation, as a Director 827,804,047 20,020 31,053,963
of the Company. 100.00% 0.00% 2.17%
Ordinary Resolution 6:
To re-elect David Lovett, who is retiring by rotation, as a Director of 827,802,964 21,103 31,053,963
the Company. 100.00% 0.00% 2.17%
Ordinary Resolution 7:
To elect each of Martin Tolcher, Lukile Mondi and Erich Clarke
(subject to his re-election as a Director pursuant to Ordinary 739,213,860 88,518,121 31,126,758
Resolution 2) to the Company's Audit Committee. 89.31% 10.69% 2.17%
Ordinary Resolution 8:
To reappoint BDO LLP as the Company's auditor (until the conclusion
of the 2019 Annual General Meeting) and to authorise the Directors 827,762,775 4,800 31,110,455
to fix their remuneration. 100.00% 0.00% 2.17%
Non-binding advisory vote:
To endorse the Company’s Remuneration Policy (as set out within the 582,422,073 245,306,880 31,149,077
Remuneration Committee Report).
70.36% 29.64% 2.18%
Non-binding advisory vote:
To endorse the Company’s Remuneration Implementation Report (as 692,540,281 135,188,672 31,149,077
set out within the Remuneration Committee Report). 83.67% 16.33% 2.18%
*Abstentions are represented as a percentage of total issued number of ordinary shares.
As more than 25% of shareholders have voted against the endorsement of the Company’s Remuneration
Policy the Company will follow up and engage with those shareholders in due course.
Shareholders are advised that at the Company’s Extraordinary General Meeting (“EGM”) held on Tuesday 26
June 2018, all of resolutions set out in the notice of meeting and proposed at the meeting were passed by the
requisite majority of shareholders.
Details of the voting results at the EGM are as follows:
Total issued number of ordinary shares 1,431,685,553
Total number of shares present/represented including proxies at the
meeting (including shares abstained from voting) 836,317,896
Percentage of ordinary shares represented at the meeting 58.41%
Resolution proposed For Against Abstain*
Special Resolution 1:
The articles of association of the Company (the “Articles”) be
amended as set out in the amended version of the Articles attached 799,186,053 125,286 37,006,557
as Appendix A of the Notice of General Meeting. 99.98% 0.02% 2.58%
Special Resolution 2:
To change the Company name to Gemfields Group Limited 805,169,133 98,000 31,050,763
99.99% 0.01% 2.17%
*Abstentions are represented as a percentage of total issued number of ordinary shares.
As a direct result of Special Resolution 2 the Company’s name has changed to Gemfields Group Limited
effective 26 June 2018. The new Company name is expected to be used on the JSE on Wednesday, 11 July
2018, with the new ISIN (GG00BG0KTL52), JSE share code (GML) and BXS share code (to be confirmed in due
course) also becoming effective on or about Wednesday, 11 July 2018. The Company’s website domain has
also changed to www.gemfieldsgroup.com.
Guernsey
26 June 2018
Sponsor
Investec Bank Limited
Date: 26/06/2018 03:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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