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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, 29 JUNE 2022
Shareholders are advised that the Company’s Annual General Meeting (“AGM”) was held today,
Wednesday 29 June 2022. All binding resolutions set out in the Notice of Annual General Meeting
were passed by the requisite majority of shareholders, other than Special Resolutions 1, 2 & 3.
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.
Details of the voting results at the AGM are as follows:
Total issued number of ordinary shares (with voting rights) 1,183,356,037
Total number of shares present/represented including
proxies at the meeting (including shares abstained from 774,306,062
voting)
Percentage* of ordinary shares represented at the meeting 65.43%
Resolution proposed For Against Abstain**
Ordinary Resolution 1:
To adopt Gemfields’ Annual Report for the year ended 31 774,292,832 600 12,630
December 2021. 100.00% 0.00% 0.00%
Ordinary Resolution 2:
To re-elect Carel Malan, who is retiring by rotation, as a 635,452,028 138,769,290 84,744
director of Gemfields. 82.08% 17.92% 0.00%
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 3:
To re-elect Patrick Sacco, who is retiring by rotation, as a 774,206,848 10,650 88,564
director of Gemfields. 100.00% 0.00% 0.00%
Ordinary Resolution 4:
To re-elect Carel Malan (subject to his re-election as a
Director pursuant to ordinary resolution 2), to the 635,452,028 138,769,290 84,744
Company’s Audit Committee. 82.08% 17.92% 0.00%
Ordinary Resolution 5:
To re-elect Mary Reilly to the Company’s Audit Committee. 774,202,892 35,958 67,212
100.00% 0.00% 0.00%
Ordinary Resolution 6:
To re-elect Lumkile Mondi to the Company’s Audit
Committee. 703,161,688 71,077,162 67,212
90.82% 9.18% 0.00%
Ordinary Resolution 7:
To appoint Ernst & Young LLP as the Company’s auditor
(until the conclusion of the 2023 annual general meeting) and
to authorise the Directors to fix their remuneration. 774,209,258 2,510 94,294
100.00% 0.00% 0.00%
Special Resolution 1:
To authorise the directors of Gemfields pursuant to Article
5 of the Articles of Incorporation to issue up to 58,970,490
ordinary shares for cash subject to the conditions more 562,056,022 212,144,856 105,184
particularly set out in the Notice of AGM. 72.60% 27.40% 0.00%
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 562,096,061 212,119,869 90,132
the Notice of AGM. 72.60% 27.40% 0.00%
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 AGM. 562,073,619 212,114,779 117,664
72.60% 27.40% 0.00%
Gemfields Group Limited Page 2 of 5
Special Resolution 4:
To amend the articles of incorporation of Gemfields as set
out in the amended version of the articles attached as 700,827,302 73,359,386 119,374
Appendix A to the Notice of Annual General Meeting. 90.52% 9.48% 0.00%
Non-binding advisory vote:
To endorse the Company’s Remuneration Policy (as set out 564,013,683 210,052,607 239,772
within the Remuneration Committee Report). 72.86% 27.14% 0.00%
Non-binding advisory vote:
To endorse the Company’s Remuneration Implementation
Report (as set out within the Remuneration Committee 638,196,887 135,869,403 239,772
Report). 82.45% 17.55% 0.00%
* 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
T: +44(0) 20 7518 3400
Gemfields Group Limited Page 3 of 5
SPONSOR (JSE) Investec Bank Limited
SEDIBELO SALE PROCESS Liberum
Nehal Patel
T: +44(0) 20 3100 2222
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 miner of responsible 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’ 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 Group Limited Page 4 of 5
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 5 of 5
