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Results of Annual General Meeting

Published: 2023-06-27 17:00:26 ET
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                      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 Annual General Meeting
LONDON, 27 JUNE 2023


Shareholders are advised that the Company’s Annual General Meeting (“AGM”) was held today,
Tuesday 27 June 2023.

The Company is pleased to announce that all resolutions set out in the Notice of AGM were passed
by the requisite majority of shareholders.

An extract of the Minutes of the AGM have also been published onto our website, with the
Company’s response to questions received by shareholders. This extract can be found as an
appendix to this announcement under the section titled ‘News and Media’.

Details of the voting results at the AGM are as follows:




 Total number of Ordinary Shares (with voting rights 1)                      1,216,857,062


 Total number of Ordinary Shares present/represented including
                                                                             702,900,192
 proxies at the meeting (including shares abstained from voting)


 Percentage of Ordinary Shares represented at the meeting                    57.76%




 Resolution proposed                                         For              Against        Abstain




   Gemfields Group Limited, Royal Chambers, St Julian’s Avenue, St Peter Port, GY1 4HP, Guernsey
                                     T +44 (0)1481 731 554
                                        gemfieldsgroup.com
 Ordinary resolution 1:



 To adopt the Company’s Annual Report for the      702,762,155 38,200   99,837
 year ended 31 December 2022
                                                   99.99%      0.01%


 Ordinary resolution 2:



 To re-elect Martin Tolcher, who is retiring by    579,008,801 39,362   123,852,029
 rotation, as a Director of the Company
                                                   99.99%      0.01%


 Ordinary resolution 3:



 To re-elect Lumkile Mondi, who is retiring by     578,939,173 39,362   123,921,657
 rotation, as a Director of the Company
                                                   99.99%      0.01%


 Ordinary resolution 4:



 To re-elect Lumkile Mondi (subject to his re-     578,914,623 39,362   123,946,207
 election as a Director pursuant to ordinary
 resolution 3), to the Company’s Audit Committee   99.99%      0.01%



 Ordinary resolution 5:



 To re-elect Mary Reilly to the Company’s Audit 702,620,606 63,870      215,716
 Committee
                                                   99.99%      0.01%




Gemfields Group Limited                                                   Page 2 of 6
 Ordinary resolution 6:



 To re-elect Carel Malan to the Company’s Audit 702,603,074 63,870             233,248
 Committee
                                                      99.99%      0.01%


 Ordinary resolution 7:



 To appoint Ernst & Young LLP as the Company’s        702,750,809 38,562       110,821
 auditor (until the conclusion of the 2024 annual
 general meeting) and to authorise the Directors to   99.99%      0.01%
 fix their remuneration



 Special Resolution 1:



 General authority to issue shares for cash           608,253,519 94,587,839   58,834


                                                      86.54%      13.46%


 Special Resolution 2:



 General authority to acquire (repurchase) ordinary 702,663,328 177,557        59,307
 shares
                                                      99.97%      0.03%


 Special Resolution 3:



 General authority to cancel shares                   702,695,574 118,074      86,544


                                                      99.98%      0.02%




Gemfields Group Limited                                                          Page 3 of 6
    Special Resolution 4:



    Approval of a new Long Term Incentive Plan              699,715,207 3,094,776      90,209


                                                            99.56%         0.44%


    Non-binding advisory vote:



    Endorsement of the Company’s Remuneration 699,127,746 526,954                      3,245,492
    Policy
                                                            99.92%         0.08%


    Non-binding advisory vote:



    Endorsement of the Company’s Remuneration 699,116,728 526,954                      3,256,510
    Implementation Report
                                                            99.92%         0.08%



Notes:

1   This excludes all Treasury shares held by the company. Treasury shares are not entitled to vote




                                               -ENDS-




                 Further information on Gemfields Group Limited can be found at:
                                       GEMFIELDSGROUP.COM




                            To join our investor mailing list, contact us on:
                                          ir@gemfields.com




Gemfields Group Limited                                                                   Page 4 of 6
                           For any press enquiries please contact us on:
                                    gemfields@camarco.co.uk

This announcement contains inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) no. 596/2014 which forms part of domestic UK law pursuant to the European Union
(withdrawal) act 2018 ("MAR").


                                           ENQUIRIES




 GEMFIELDS                         Sean Gilbertson / David Lovett / Ian Hughes
                                   ir@gemfields.com
                                   T: +44(0) 20 7518 3400

 SPONSOR (JSE)                     Investec Bank Limited


 NOMINATED ADVISER                 finnCap
 (AIM) & JOINT BROKER              Christopher Raggett / Tim Redfern / Edward Whiley
                                   T: +44(0) 20 7220 0500


 JOINT BROKER                      Liberum
                                   Scott Mathieson / Kane Collings
                                   T: +44(0) 20 3100 2222


 FINANCIAL PR/ IR                  Camarco
                                   Gordon Poole / Emily Hall
                                   T: +44(0) 20 3757 4980




ADDITIONAL INFORMATION ON GEMFIELDS


Gemfields is a world-leading responsible miner and marketer of 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 licences in Zambia,
Mozambique, Ethiopia and Madagascar.




Gemfields Group Limited                                                                  Page 5 of 6
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 through Fabergé designs, 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 that 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




Gemfields Group Limited                                                                Page 6 of 6