GEMFIELDS GROUP LIMITED — AGM Information 2023

Apr 28, 2023

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GEMFIELDS GROUP LIMITED

(ISIN: GG00BG0KTL52) (Incorporated under the laws of Guernsey) SA company registration number: 2009/012636/10 (JSE share code: GML) (“Gemfields Group Limited” or “the Company”)

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FORM OF PROXY– FOR THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 27 JUNE 2023

FOR COMPLETION BY CERTIFICATED SHAREHOLDERS AND DEMATERIALISED SHAREHOLDERS WHO HAVE SELECTED OWN NAME REGISTRATION ON THE SOUTH AFRICAN REGISTER ONLY

Only for use by certificated holders or dematerialised holders of Gemfields who have selected “own-name” registration.

For use by Gemfields Group Limited shareholders at the Annual General Meeting to be held at 123 Victoria Street, Westminster, London, SW1E 6DE on Tuesday 27 June 2023 at 10 a.m. (British Summer Time) or 11:00 a.m. SA time, and at any adjournment or postponement thereof.

If you have dematerialised shares with a Central Securities Depository Participant (“CSDP”) or broker and have not selected “own-name” registration, you must arrange with your CSDP or broker to provide you with the necessary letter of representation to attend the Annual General Meeting of shareholders or you must instruct them as to how you wish to vote in this regard. This must be done in terms of the agreement entered into between you and the CSDP or broker.

I/We (Names in full – please print)

of(address –pleaseprint):
being the holder (s) of		Ordinary shares in Gemfields hereby appoint:
1.		of	or failinghim/her,
2.		of	or failinghim/her,

1. The Chairman , as my/our proxyholder with full power of substitution to attend, act and vote for and on behalf of the shareholder in accordance with the following direction (or if no direction have been given as the proxyholder sees fit) and in all other matters that may properly come before the Annual General Meeting of shareholders of Gemfields Group Limited to be held at 123 Victoria Street, Westminster, London, SW1E 6DE on Tuesday 27 June 2023 at 10 a.m. (British Summer Time) or 11:00 a.m. SA time, and at any adjournment or postponement thereof.

ORDINARY RESOLUTIONS

1.Ordinary resolution 1: To adopt the Company’s Annual Report for the year ended 31December 2022.	For	Against	VoteWithheld
2.Ordinary resolution 2: To re-elect Martin Tolcher, who is retiring by rotation, as a Directorof the Company.	For	Against	VoteWithheld
3.Ordinary resolution 3: To re-elect Lumkile Mondi, who is retiring by rotation, as a Directorof the Company.	For	Against	VoteWithheld
4.Ordinary resolution 4: To re-elect Lumkile Mondi (subject to his re-election as a Directorpursuant to ordinary resolution 3), to the Company’s Audit Committee.	For	Against	VoteWithheld
5. Ordinary resolution 5: To re-elect Mary Reilly to the Company’s Audit Committee.	For	Against	VoteWithheld
6.Ordinary resolution 6: To re-elect Carel Malan to the Company’s Audit Committee.	For	Against	VoteWithheld
7.Ordinary resolution 7: To appoint Ernst & Young LLP as the Company’s auditor (until theconclusion of the 2024 annual general meeting) and to authorise the Directors to fix theirremuneration.	For	Against	VoteWithheld

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SPECIAL RESOLUTIONS

For each special resolution to be passed, it must be supported by not less than 75% of the votes cast .

For each special resolution to be passed, it must be supported by not less than 75% of the votes cast_._
8.Special resolution 1: General authority to issue shares for cash.	For	Against	VoteWithheld
9.Special resolution 2: General authority to acquire (repurchase) ordinary shares.	For	Against	VoteWithheld
10. Special resolution 3: General authority to cancel shares.	For	Against	VoteWithheld
11. Special resolution 4: Approval of a new Long Term Incentive Plan.	For	Against	VoteWithheld
NON-BINDING ADVISORY VOTES
12. Endorsement of the Company’s Remuneration Policy	For	Against	VoteWithheld
13. Endorsement of the Company’s Remuneration Implementation Report.	For	Against	VoteWithheld

Signed at

on 2023

Name

( in block letters ) Signature/s Assisted by me

( If applicable )

Full name/s of signatory/ies if signing in a representative capacity

(in block letters and authority to be attached – see note 11)

Please read the notes overleaf:

Notes to proxy

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).

2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +27 11 370 5000 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 286407.00011/96464599.6

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

5. Any alterations made to this form must be initialled.

6. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Transfer Secretaries

Computershare Investor Services Proprietary Limited Reg. No. 2004/003647/07 Proxy Dept.

Rosebank Towers 15 Biermann Avenue Rosebank 2196 South Africa (Private Bag X9000, Saxonwold, 2132), South Africa Fax: +27 11 688-5238 Email: proxy@computershare.co.za

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