/Equities/AIMX/GEM/RNS

Result of AGM

RNS Number : 6621Q

Gemfields Group Limited

29 June 2022

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 voting)

774,306,062

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 December 2021.	774,292,832	600	12,630
	100.00%	0.00%	0.00%

Ordinary Resolution 2:
To re-elect Carel Malan, who is retiring by rotation, as a director of Gemfields.	635,452,028	138,769,290	84,744
	82.08%	17.92%	0.00%

Ordinary Resolution 3:
To re-elect Patrick Sacco, who is retiring by rotation, as a director of Gemfields.	774,206,848	10,650	88,564
	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 Company's Audit Committee.	635,452,028	138,769,290	84,744
	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
To re-elect Mary Reilly to the Company's Audit Committee.	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 particularly set out in the Notice of AGM.	562,056,022	212,144,856	105,184
	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 the Notice of AGM.	562,096,061 72.60%	212,119,86927.40%	90,132 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 72.60%	212,114,779 27.40%	117,664 0.00%
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 Annual General Meeting.
	700,827,30290.52%	73,359,386 9.48%	119,374 0.00%
Non-binding advisory vote:
To endorse the Company's Remuneration Policy (as set out within the Remuneration Committee Report).	564,013,683	210,052,607	239,772
	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 Report).	638,196,887	135,869,403	239,772
	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

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ENQUIRIES

GEMFIELDS	Sean Gilbertson / David Lovett T: +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 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.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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