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Tue 27 Jun 2023, 16:00 GEMFIELDS GROUP LIMITED - Results of Annual General Meeting
Results of 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 Annual General Meeting

LONDON, 27 JUNE 2023


Shareholders are advised that the Company’s Annual General Meeting (“AGM”) was held today,
Tuesday 27 June 2023.

The Company is pleased to announce that all resolutions set out in the Notice of AGM were passed
by the requisite majority of shareholders.

An extract of the Minutes of the AGM have also been published onto our website, with the
Company’s response to questions received by shareholders. This extract can be found as an
appendix to this announcement under the section titled ‘News and Media’.

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




 Total number of Ordinary Shares (with voting rights 1)                      1,216,857,062


 Total number of Ordinary Shares present/represented including
                                                                             702,900,192
 proxies at the meeting (including shares abstained from voting)


 Percentage of Ordinary Shares represented at the meeting                    57.76%




 Resolution proposed                                          For             Against        Abstain



 Ordinary resolution 1:



 To adopt the Company’s Annual Report for the         702,762,155              38,200         99,837
 year ended 31 December 2022
                                                           99.99%               0.01%


 Ordinary resolution 2:



 To re-elect Martin Tolcher, who is retiring by       579,008,801              39,362    123,852,029
 rotation, as a Director of the Company
                                                           99.99%               0.01%


 Ordinary resolution 3:



 To re-elect Lumkile Mondi, who is retiring by        578,939,173              39,362    123,921,657
 rotation, as a Director of the Company
                                                           99.99%               0.01%


 Ordinary resolution 4:



 To re-elect Lumkile Mondi (subject to his re-        578,914,623              39,362    123,946,207
 election as a Director pursuant to ordinary
 resolution 3), to the Company’s Audit Committee           99.99%               0.01%



 Ordinary resolution 5:



 To re-elect Mary Reilly to the Company’s Audit       702,620,606              63,870        215,716
 Committee
                                                           99.99%               0.01%


 Ordinary resolution 6:



 To re-elect Carel Malan to the Company’s Audit       702,603,074              63,870        233,248
 Committee
                                                           99.99%               0.01%


 Ordinary resolution 7:



 To appoint Ernst & Young LLP as the Company’s        702,750,809              38,562        110,821
 auditor (until the conclusion of the 2024 annual
 general meeting) and to authorise the Directors to        99.99%               0.01%
 fix their remuneration



 Special Resolution 1:



 General authority to issue shares for cash           608,253,519          94,587,839         58,834


                                                           86.54%              13.46%


 Special Resolution 2:



 General authority to acquire (repurchase) ordinary   702,663,328             177,557         59,307
 shares
                                                           99.97%               0.03%


 Special Resolution 3:



 General authority to cancel shares                   702,695,574             118,074         86,544


                                                           99.98%               0.02%


 Special Resolution 4:



 Approval of a new Long Term Incentive Plan           699,715,207           3,094,776         90,209


                                                           99.56%               0.44%


 Non-binding advisory vote:



 Endorsement of the Company’s Remuneration            699,127,746             526,954      3,245,492
 Policy
                                                           99.92%               0.08%


 Non-binding advisory vote:



 Endorsement of the Company’s Remuneration            699,116,728             526,954      3,256,510
 Implementation Report
                                                           99.92%               0.08%



Notes:

1   This excludes all Treasury shares held by the company. Treasury shares are not entitled to vote




                                               -ENDS-

                 Further information on Gemfields Group Limited can be found at:
                                       GEMFIELDSGROUP.COM


                            To join our investor mailing list, contact us on:
                                          ir@gemfields.com

                           For any press enquiries please contact us on:
                                    gemfields@camarco.co.uk

This announcement contains inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) no. 596/2014 which forms part of domestic UK law pursuant to the European Union
(withdrawal) act 2018 ("MAR").


                                           ENQUIRIES

 GEMFIELDS                         Sean Gilbertson / David Lovett / Ian Hughes
                                   ir@gemfields.com
                                   T: +44(0) 20 7518 3400

 SPONSOR (JSE)                     Investec Bank Limited


 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 responsible miner and marketer of 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




Date: 27-06-2023 04:00:00
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