Results of Annual General Meeting

Back

Wednesday, 2 June 2021

The Company announces that at its Annual General Meeting (‘AGM') held at 10.00 a.m. on Wednesday 2 June 2021 all resolutions put to the meeting, other than resolutions 15 (disapplication of pre-emption rights) and 16 (disapplication of further pre-emption rights), were duly passed by poll vote.

The full text of the resolutions considered at the AGM are contained in the Notice of AGM published on 30 April 2021 which is available on the Company's website at www.gemdiamonds.com

Results of the poll vote on each resolution are set out below:


Resolution
For % For Against % Against Withheld

1

To receive the 2020 Annual Report

111,844,729

100.00%

13

0.00%

0

2

To approve the Directors' Remuneration Policy

101,332,434

90.60%

10,512,308

9.40%

0

3

To approve the Directors' Remuneration report

100,217,068

89.67%

11,542,203

10.33%

85,471

4

Re-appointment of auditor

109,473,108

97.88%

2,371,634

2.12%

0

5

Remuneration of auditor

111,844,729

100.00%

13

0.00%

0

6

To approve a final dividend of 2.5 US cents per ordinary share

111,844,729

100.00%

13

0.00%

0

7

Re-elect Harry Kenyon-Slaney

75,092,110

92.25%

6,305,578

7.75%

30,447,054

8

Re-elect Michael Lynch-Bell

74,774,838

91.87%

6,612,850

8.13%

30,457,054

9

Re-elect Mike Brown

75,055,246

92.21%

6,342,442

7.79%

30,447,054

10

Re-elect Mazvi Maharasoa

72,716,792

89.34%

8,680,896

10.66%

30,447,054

11

Re-elect Clifford Elphick

75,103,050

92.27%

6,294,638

7.73%

30,447,054

12

Re-elect Michael Michael

75,088,398

92.25%

6,309,290

7.75%

30,447,054

13

Elect Rosalind Kainyah

105,553,238

94.37%

6,291,504

5.63%

0

14

To renew the Directors' authority to allot securities

80,513,009

71.99%

31,331,733

28.01%

0

15

To waive shareholders' rights of pre‐emption

81,397,675

72.78%

30,447,067

27.22%

0

16

To waive shareholders' rights of pre‐emption in connection with an acquisition or specified capital investment

72,758,167

65.05%

39,086,575

34.95%

0

17

Authority for the Company to purchase its own shares

109,473,108

97.88%

2,371,634

2.12%

0

18

To adopt new Articles of Association

111,844,729

100.00%

13

0.00%

0

The Board acknowledges the failure to pass the following special resolutions, (primarily as a result of votes cast by a significant shareholder):

  • Resolution 15 (disapplication of pre-emption rights); and
  • Resolution 16 (disapplication of further pre-emption rights).

The Board is disappointed in this outcome given that each of the resolutions followed the provisions of the Pre-Emption Group's Statement of Principles for the disapplication of pre-emption rights and reflect UK listed company market practice, and received support from independent corporate governance and shareholder advisory consultancies. The Board considers the flexibility afforded by these authorities to be in the best interests of the Company and shareholders and notes that they have received support at past AGMs. However, as seen at the 2020 AGM, the Board notes that a significant shareholder, with whom it has actively engaged, remains unable to support these resolutions (and indeed Resolution 14) as a matter of policy.  Consequently, it has also again received significant votes against Resolution 14 (authority to allot shares).

The Board remains committed to continuing an open and transparent dialogue and will accordingly, seek to continue to engage with this significant shareholder, and other shareholders, regarding their views in this area. The Company will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2021 AGM and in the Company's 2021 Annual Report and Accounts. It will report on any steps that have been taken to understand shareholders' views in relation to these resolutions and what impact any feedback may have on future decisions to be taken by the Board and actions or resolutions to be proposed.

1. All resolutions, with the exception of resolutions 15 and 16, were passed.
2. Votes "For" and "Against" are expressed as a percentage of votes received.
3. A "Vote withheld" is not a vote in law and is not counted in the calculation of the % of shares voted "For" or "Against" a resolution.
4. The total voting rights of the Company on 2 June 2021 is 140,402,323 Ordinary Shares of US$ 0.01 each. The Company holds no Ordinary Shares in Treasury.
5. In accordance with LR 9.6.2, a copy of the resolutions, other than those concerning ordinary business, will be submitted to the UK Listing Authority and will in due course be available for inspection via the FCA National Storage Mechanism.
6. These poll results will be available shortly on the Company's website www.gemdiamonds.com

For further information, please contact:

Gem Diamonds Limited
Susan Wallace, Company Secretarial department
Tel: +44(0) 203 043 0280
ir@gemdiamonds.com

Celicourt Communications
Mark Antelme/Ollie Mills
Tel: +44 (0) 208 434 2643
About Gem Diamonds:
Gem Diamonds is a leading global diamond producer of high value diamonds. The Company owns 70% of the Letšeng mine in Lesotho and is currently in the process of selling its 100% share of the Ghaghoo mine in Botswana. The Letšeng mine is famous for the production of large, top colour, exceptional white diamonds, making it the highest dollar per carat kimberlite diamond mine in the world. www.gemdiamonds.com

Download: 2021-06-02-agm-poll-vote-announcement.pdf