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

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

 

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

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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