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GEMFIELDS GROUP LIMITED - Results of Virtual Annual General Meeting

Release Date: 24/06/2020 16:00
Code(s): GML     PDF:  
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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 / BSX:GML.BH
ISIN: GG00BG0KTL52        LEI: 21380017GAVXTCYS5R31
("Gemfields" or the "Company")


24 June 2020


Results of Virtual Annual General Meeting


Shareholders are advised that, at the Company’s Virtual Annual General Meeting (“VAGM”), held today
Wednesday 24 June 2020, with the exception of Special Resolution 1, all of the remaining binding resolutions
set out in the Notice of Annual General Meeting and proposed at the VAGM were passed by the requisite
majority of shareholders.

The Company acknowledges that more than 25% of shareholders have voted against the two non-binding
advisory votes, these being the endorsement of the Company’s Remuneration Policy and Remuneration
Implementation Report. As such, in keeping with the principles of the King IV Corporate Governance Code, the
Company will host a shareholders’ conference call at 3pm British Summer Time on Thursday 16 July 2020, in
order to further engage with shareholders in respect of remuneration. Further details regarding this call will be
made available shortly on our website at www.gemfieldsgroup.com.



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)                              672,468,522
 Percentage* of ordinary shares represented at the meeting                          57.54%



 Resolution proposed                                                            For          Against      Abstain**

 Ordinary Resolution 1:
 To adopt Gemfields’ Annual Report for the year ended 31 December            672,216,711        40,603       211,208
 2019.                                                                            99.99%         0.01%         0.02%

 Ordinary Resolution 2:
 To re-elect Martin Tolcher, who is retiring by rotation, as a director of   578,233,560     94,026,554      208,408
 Gemfields.                                                                       86.01%         13.99%        0.02%


 Ordinary Resolution 3:
 To re-elect Lumkile Mondi, who is retiring by rotation, as a director of    672,176,033        84,081       208,408
 Gemfields.                                                                       99.99%         0.01%         0.02%
 Ordinary Resolution 4:
 To elect each of Carel Malan, Martin Tolcher (subject to his re-
 election pursuant to resolution 2) and Lumkile Mondi (subject to his
 re-election pursuant to resolution 3) to the Gemfields’ Audit              578,213,982        94,026,554       227,986
 Committee.                                                                      86.01%            13.99%         0.02%

 Ordinary Resolution 5:
 To reappoint BDO LLP as Gemfields’ auditor (until the conclusion of
 the 2021 annual general meeting) and to authorise the Directors to fix     576,603,250        95,643,055       222,217
 their remuneration.                                                             85.77%           14.23%         0.02%

 Special Resolution 1:
 To authorise the directors of Gemfields pursuant to Article 5 of the
 Articles of Incorporation to issue up to 116,875,603 ordinary shares
 for cash subject to the conditions more particularly set out in the        447,545,809      224,660,937        261,776
 Notice of Annual General Meeting.                                               66.58%           33.42%         0.02%

 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 Annual General       672,187,320            61,776       219,426
 Meeting.                                                                        99.99%             0.01%         0.02%

 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 Annual General       672,036,555            68,821       363,146
 Meeting.                                                                        99.99%             0.01%         0.03%

 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       672,171,385            58,739       238,398
 of Annual General Meeting.                                                      99.99%             0.01%         0.02%

 Non-binding advisory vote:
 To endorse the Company’s Remuneration Policy (as set out within the        310,736,019      360,926,525        805,978
 Remuneration Committee Report).                                                 46.26%           53.74%          0.07%

 Non-binding advisory vote:
 To endorse the Company’s Remuneration Implementation Report (as            350,375,252      321,379,421        713,849
 set out within the Remuneration Committee Report).                              52.16%           47.84%          0.06%

* 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 www.gemfieldsgroup.com
To join our press release mailing list, click here: gemfields@gemfields.com
For any press enquiries please contact us on gemfields@camarco.co.uk
Enquiries:

 Gemfields                                              Nominated Adviser and Broker (AIM)
 Sean Gilbertson / David Lovett / Mark Lawrie           finnCap
 Tel: +44(0) 20 7518 3400                               Christopher Raggett / Edward Whiley
                                                        Tel: +44(0) 20 7220 0500

 Sponsor (JSE)                                          IR / Financial PR
 Investec Bank Limited                                  Camarco
                                                        Gordon Poole / Jennifer Renwick / Nick Hennis
                                                        Tel: +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.

Date: 24-06-2020 04:00:00
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