GEMFIELDS GROUP LIMITED - Articles of Association and 2021 AGM

Articles of Association and 2021 AGM

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")



Articles of Association and 2021 AGM
LONDON, 4 JANUARY 2021


On 9 October 2020, Gemfields announced that it had completed an external review of its Articles of
Incorporation (the “Articles”). The assessment included a general review of AIM and JSE practices, Guernsey
law (where Gemfields is registered) and the governance benchmarks set by a peer group of other, including
large diversified, mining companies. The intention was to better align Gemfields with appropriate market
practice and further improve the corporate governance framework.

Inter alia, the proposed amendments to the Articles lower the shareholder voting threshold for the appointment
and removal of directors from 75% to 50%.

A copy of the proposed amendments to the Articles is available for viewing on the Company’s website at the
link below:

https://www.gemfieldsgroup.com/proposed-changes-to-Articles-of-Incorporation/

In its announcement on 9 October 2020, Gemfields invited feedback and commentary on the proposed
amendments to the Articles by 17:00 UK time on Friday 11 December 2020.

Gemfields advises that: (i) no further comments have been received and (ii) the proposed amendments to the
Articles will therefore be put forward for shareholder approval at the Company’s next AGM, which is expected
to take place on 24 June 2021.


                                                           -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




           Gemfields Group Limited, Royal Chambers, St Julian’s Avenue, St Peter Port, GY1 4HP, Guernsey
                                             T +44 (0)1481 731 554
                                                gemfieldsgroup.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 / Jennifer Renwick / 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


Gemfields Group Limited                                                                        
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.




Date: 04-01-2021 02:30:00
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