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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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