REG - Gem Diamonds Limited - Results of Annual General Meeting

Gem DiamondsAnnouncement

07/06/2023 15:15

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RNS Number : 9950B  Gem Diamonds Limited  07 June 2023

7 June 2023

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 7 June 2023 all resolutions put to the meeting were duly
passed by poll vote.

 

The full text of the resolutions considered at the AGM is contained in the
Notice of AGM published on 28 April 2023 which is available on the Company's
website at www.gemdiamonds.com (http://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 2022 Annual Report                     105,381,665  99.99  5,387       0.01       19,763

 2       To approve the Directors' Remuneration report         72,745,289   69.02  32,651,526  30.98      10,000

 3       Re-appointment of auditor                             103,202,343  97.91  2,204,472   2.09       0

 4       Remuneration of auditor                               105,401,428  99.99  5,387       0.01       0

 5       Re-elect Harry Kenyon-Slaney                          73,278,971   97.76  1,680,790   2.24       30,447,054

 6       Re-elect Michael Lynch-Bell                           74,884,923   99.91  64,838      0.09       30,457,054

 7       Re-elect Mike Brown                                   74,888,906   99.91  70,855      0.09       30,447,054

 8       Re-elect Mazvi Maharasoa                              73,330,149   97.83  1,629,612   2.17       30,447,054

 9       Re-elect Rosalind  Kainyah                            74,894,923   99.91  64,838      0.09       30,447,054

 10      Re-elect Clifford Elphick                             71,678,333   95.62  3,281,428   4.38       30,447,054

 11      Re-elect Michael Michael                              71,678,333   95.62  3,281,428   4.38       30,447,054

 12      To renew the Directors' authority to allot shares     73,302,558   69.54  32,104,257  30.46      0

 13      Authority for the Company to purchase its own shares  103,202,343  97.91  2,204,472   2.09       0

 

The Board notes that although Resolutions 2 and 12 were duly passed, they did
not reach an 80% threshold primarily because of the votes cast by a
significant shareholder.

 

Resolution 2 is the annual approval of the Directors' Remuneration Report and
Resolution 12 is the Authority to Allot Shares.

 

Resolution 2 represents the resolution supporting the Directors' Remuneration
Report which implemented the Remuneration Policy approved at the 2021 AGM. The
Board has previously discussed the remuneration structure with the Company's
largest shareholders and is aware that one such shareholder has a materially
different view of how remuneration should be structured. The Board will
continue to engage with shareholders on this subject.

 

Resolution 12 represents routine AGM business and reflects UK listed company
market practice. The Board considers the flexibility afforded by the authority
to allot shares to be in the best interests of the Company. However, the Board
is aware that certain shareholders have a policy of not supporting such
resolutions.

 

The Board remains committed to continuing an open and transparent dialogue and
will accordingly, seek to continue to engage with its shareholders. The
Company will publish an update on this engagement, in accordance with the UK
Corporate Governance Code, within six months of the 2023 AGM and in the
Company's 2024 Annual Report and Accounts.

 

 

 

1. All resolutions 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 7 June 2023 is 141,033,105
Ordinary Shares of US$ 0.01 each. The Company holds 1,520,170 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 (http://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 (mailto:ir@gemdiamonds.com)

 

Celicourt Communications

Mark Antelme/Felicity Winkles

Tel: +44 (0) 207 770 6424

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 (http://www.gemdiamonds.com/)

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