Results of Virtual Annual General Meeting

RNS Number : 0577D
Gemfields Group Limited
24 June 2021
 

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 Virtual Annual General Meeting

LONDON,24 JUNE 2021

Shareholders are advised that the Company's Virtual Annual General Meeting ("VAGM") was held today, Thursday 24 June 2021. With the exception of Special Resolution 1, all binding resolutions set out in the Notice of Virtual Annual General Meeting were passed by the requisite majority of shareholders.

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 in due course.

 

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

 

Total issued number of ordinary shares (with voting rights)

1,168,756,030

Total number of shares present/represented including proxies at the meeting (including shares abstained from voting)

 

  848,396,411

Percentage* of ordinary shares represented at the meeting

72.59%

 

 

Resolution proposed

For

Against

Abstain**





Ordinary Resolution 1:




To adopt Gemfields' Annual Report for the year ended 31 December 2020.

847,167,858

1,210,000

18,553

99.86%

0.14%

0.00%





Ordinary Resolution 2:




To re-elect Mary Reilly, who is retiring by rotation, as a director of Gemfields.

674,226,652

159,306,529

14,863,230

80.89%

19.11%

1.75%





Ordinary Resolution 3:




To re-elect Kwape Mmela, who is retiring by rotation, as a director of Gemfields.

685,245,456

129,075,952

34,075,003

84.15%

15.85%

4.02%





Ordinary Resolution 4:




To re-elect each of Carel Malan, Mary Reilly (subject to her re-election pursuant to resolution 2) and Lumkile Mondi to the Gemfields' Audit Committee.

 

680,522,617

133,783,781

34,090,013

83.57%

16.43%

4.02%

 

Ordinary Resolution 5:




To reappoint BDO LLP as Gemfields' auditor (until the conclusion of the 2022 annual general meeting) and to authorise the Directors to fix their remuneration.

 

680,374,902

133,927,676

34,093,833

83.55%

16.45%

4.02%

 

Special Resolution 1:




To authorise the directors of Gemfields pursuant to Article 5 of the Articles of Incorporation to issue up to 58,437,802 ordinary shares for cash subject to the conditions more particularly set out in the Notice of Virtual Annual General Meeting.

 

 

 

467,634,840

346,700,650

34,060,921 

57.43%

42.57%

4.01%

 

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 Virtual Annual General Meeting.

 

681,725,355

83.72%

132,596,326

16.28%

34,074,730

4.02%





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 Virtual Annual General Meeting.

 

 

 

 

799,459,949

98.17%

 

 

 

 

14,872,750

1.83%

 

 

 

 

34,063,712

4.02%

 

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 Virtual Annual General Meeting.




846,988,201

99.86%

1,219,550

0.14%

188,660

0.02%

 

Non-binding advisory vote: 




To endorse the Company's Remuneration Policy (as set out within the Remuneration Committee Report).

609,211,939

205,087,979

34,096,493

74.81%

25.19%

4.02%





Non-binding advisory vote: 




To endorse the Company's Remuneration Implementation Report (as set out within the Remuneration Committee Report).

 

688,735,468

125,545,350

34,115,593

84.58%

15.42%

4.02%

 

* 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 / Mark Lawrie
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
Clayton Bush / Scott Mathieson / Kane Collings
T: +44(0) 20 3100 2222

FINANCIAL PR/ IR

Camarco
Gordon Poole / Nick Hennis
T:
+44(0) 20 3757 4980

 

ADDITIONAL INFORMATION ON GEMFIELDS

 

Gemfields is a world-leading supplier of responsibly sourced 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 licenses 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, 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 and 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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