GEMFIELDS GROUP LIMITED — AGM Information 2021

Jun 24, 2021

National Storage Mechanism | Additional information

RNS Number : 0577D

Gemfields Group Limited

24 June 2021

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 December 2020.	847,167,858	1,210,000	18,553
99.86%	0.14%	0.00%
Ordinary Resolution 2:
To re-elect Mary Reilly, who is retiring by rotation, as a director of Gemfields.	674,226,652	159,306,529	14,863,230
80.89%	19.11%	1.75%
Ordinary Resolution 3:
To re-elect Kwape Mmela, who is retiring by rotation, as a director of Gemfields.	685,245,456	129,075,952	34,075,003
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 the Gemfields' Audit Committee.	680,522,617	133,783,781	34,090,013
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 authorise the Directors to fix their remuneration.	680,374,902	133,927,676	34,093,833
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 Meeting.	467,634,840	346,700,650	34,060,921
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 Meeting.	681,725,355 83.72%	132,596,326 16.28%	34,074,730 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 Meeting.	799,459,949 98.17%	14,872,750 1.83%	34,063,712 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 Meeting.
846,988,201 99.86%	1,219,550 0.14%	188,660 0.02%
Non-binding advisory vote:
To endorse the Company's Remuneration Policy (as set out within the Remuneration Committee Report).	609,211,939	205,087,979	34,096,493
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 Report).	688,735,468	125,545,350	34,115,593
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 LawrieT:  +44(0) 20 7518 3400
SPONSOR (JSE)	Investec Bank Limited
SEDIBELO SALE PROCESS	Liberum Nehal Patel T: +44(0) 20 3100 2222
NOMINATED ADVISER (AIM) & JOINT BROKER	finnCap 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 HennisT: +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

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