24 Jun - 5 min read

Results of Virtual Annual General Meeting

Results of Virtual Annual General Meeting

Gemfields Group Limited                          
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


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               847,167,858          1,210,000        18,553
 December 2020.                                                            99.86%              0.14%         0.00%

 Ordinary Resolution 2:
 To re-elect Mary Reilly, who is retiring by rotation, as a            674,226,652      159,306,529      14,863,230
 director of Gemfields.                                                    80.89%           19.11%           1.75%

 Ordinary Resolution 3:
 To re-elect Kwape Mmela, who is retiring by rotation, as a            685,245,456      129,075,952      34,075,003
 director of Gemfields.                                                    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            680,522,617      133,783,781     34,090,013
 the Gemfields’ Audit Committee.                                           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                 680,374,902       133,927,676   34,093,833
 authorise the Directors to fix their remuneration.                      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         467,634,840       346,700,650   34,060,921
 Meeting.                                                                 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         681,725,355       132,596,326    34,074,730
 Meeting.                                                               83.72%            16.28%        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        799,459,949        14,872,750   34,063,712
 Meeting.                                                               98.17%            1.83%        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                  846,988,201        1,219,550      188,660
 Meeting.                                                               99.86%            0.14%        0.02%

 Non-binding advisory vote:
 To endorse the Company’s Remuneration Policy (as set out           609,211,939       205,087,979   34,096,493
 within the Remuneration Committee Report).                            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                688,735,468      125,545,350   34,115,593
 Report).                                                               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


                   Further information on Gemfields Group Limited can be found at:

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                              For any press enquiries please contact us on:

                                  Sean Gilbertson / David Lovett / Mark Lawrie
                                  T: +44(0) 20 7518 3400

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                                  Nehal Patel
                                  T: +44(0) 20 3100 2222

                                  Christopher Raggett / Tim Redfern / Edward Whiley
                                  T: +44(0) 20 7220 0500


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

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


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.


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Date: 24-06-2021 05:14:00
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