3 June 2020
GEM DIAMONDS LIMITED
("Gem Diamonds" or "the Company")
Results of Annual General Meeting
The Company announces that at its Annual General Meeting ('AGM') held at 10.00 a.m. on Wednesday 3 June 2020 as a closed meeting in response to the Covid-19 lockdown restrictions, all resolutions put to the meeting, other than special 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 2020 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 2019 Annual Report
|
107,754,096 |
97.84% |
2,381,949 |
2.16% |
0 |
| 2 |
To approve the Directors' Remuneration Policy
|
66,857,401 |
84.25% |
12,497,053 |
15.75% |
30,775,171 |
| 3 |
To approve the Directors' Remuneration report
|
95,146,367 |
87.72% |
13,324,138 |
12.28% |
1,669,120 |
| 4 |
Re-appointment of auditor
|
107,754,083 |
97.84% |
2,381,962 |
2.16% |
10,000 |
| 5 |
Remuneration of auditor
|
110,136,033 |
99.99% |
13 |
0.01% |
0 |
| 6 |
Re-elect Harry Kenyon-Slaney
|
103,756,143 |
94.21% |
6,379,902 |
5.79% |
0 |
| 7 |
Re-elect Michael Lynch-Bell
|
99,293,843 |
90.16% |
10,832,202 |
9.84% |
10,000 |
| 8 |
Re-elect Mike Brown
|
103,756,143 |
94.21% |
6,379,902 |
5.79% |
0 |
| 9 |
Re-elect Johnny Velloza
|
96,582,504 |
87.69% |
13,553,541 |
12.31% |
0 |
| 10 |
Re-elect Clifford Elphick
|
102,854,873 |
93.39% |
7,281,172 |
6.61% |
0 |
| 11 |
Re-elect Michael Michael
|
104,947,642 |
95.29% |
5,188,404 |
4.71% |
0 |
| 12 |
Elect Mazvi Maharasoa
|
98,098,754 |
89.07% |
12,037,291 |
10.93% |
0 |
| 13 |
Approve amendments to the ESOP
|
102,847,679 |
93.38% |
7,288,366 |
6.62% |
0 |
| 14 |
To renew the Directors' authority to allot securities
|
75,809,117 |
68.83% |
34,326,928 |
31.17% |
0 |
| 15 |
To waive shareholders' rights of pre‐emption
|
75,949,456 |
68.96% |
34,186,589 |
31.04% |
0 |
| 16 |
To waive shareholders' rights of pre‐emption in connection with an acquisition or specified capital investment. |
75,949,456 |
68.96% |
34,186,589 |
31.04% |
0 |
| 17 |
Authority for the Company to purchase its own shares |
107,754,096 |
97.84% |
2,381,949 |
2.16% |
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. 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, the Board is aware that certain shareholders have a policy of not supporting such resolutions and notes the votes also received 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 those 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 2020 AGM and in the Company's 2020 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 special 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 3 June 2020 is 139,087,960 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
The Gem Diamonds Limited LEI number is 213800RC2PGGMZQG8L67.
For further information, please contact:
Gem Diamonds Limited
Susan Wallace, Company Secretarial department
Tel: +44(0) 203 043 0280
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