5
June 2024
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, 5 June
2024 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 26 April 2024 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 2023 Annual
Report
|
102,251,112
|
100.00%
|
-
|
-%
|
17,624
|
|
2
|
To approve the Directors'
Remuneration Policy
|
67,235,441
|
65.75%
|
35,022,771
|
34.25%
|
10,524
|
|
3
|
To approve the Directors'
Remuneration report
|
69,554,686
|
68.02%
|
32,703,526
|
31.98%
|
10,524
|
|
4
|
Appointment of auditor
|
102,268,212
|
100.00%
|
-
|
-%
|
524
|
|
5
|
Remuneration of auditor
|
102,268,212
|
100.00%
|
-
|
-%
|
524
|
|
6
|
Re-elect Harry
Kenyon-Slaney
|
49,746,600
|
92.50%
|
4,035,618
|
7.50%
|
48,486,518
|
|
7
|
Re-elect Michael
Lynch-Bell
|
72,436,714
|
99.97%
|
22,725
|
0.03%
|
29,809,297
|
|
8
|
Re-elect Mike Brown
|
72,436,714
|
99.98%
|
12,725
|
0.02%
|
29,819,297
|
|
9
|
Re-elect Mazvi Maharasoa
|
71,317,374
|
98.42%
|
1,142,065
|
1.58%
|
29,809,297
|
|
10
|
Re-elect Rosalind Kainyah
|
72,446,714
|
99.98%
|
12,725
|
0.02%
|
29,809,297
|
|
11
|
Re-elect Clifford Elphick
|
70,363,067
|
97.11%
|
2,096,372
|
2.89%
|
29,809,297
|
|
12
|
Re-elect Michael Michael
|
70,363,067
|
97.11%
|
2,096,372
|
2.89%
|
29,809,297
|
|
13
|
To renew the Directors' authority to
allot shares
|
71,503,932
|
69.92%
|
30,764,280
|
30.08%
|
524
|
|
14
|
Authority for the Company to
purchase its own shares
|
100,327,766
|
98.10%
|
1,940,446
|
1.90%
|
524
|
The Board notes that although
Resolutions 2, 3 and 13 were duly passed, they did not reach the
80% threshold primarily because of the votes cast by a significant
shareholder.
Resolution 2 represents the
three-year cycle to approve the new Directors' Remuneration Policy.
The revised policy includes minor amendments to the policy approved
at the 2021 AGM and is in line with UK-listed market best practice.
The Board wrote to the Company's 20 largest shareholders prior to
the finalisation of the new policy and no concerns were raised by
any of these shareholders. It is therefore disappointing that
Resolution 2 only received 65.75% support.
Resolution 3 represents the
resolution supporting the Directors' Remuneration Report which
implemented the Remuneration Policy approved at the 2021 AGM by
90.60%. The Board has previously discussed the remuneration
structure with the Company's largest shareholders. The Board is
aware that one such shareholder has a materially different view of
how remuneration should be structured.
Resolution 13 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 2024 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 5 June 2024 is 139,715,915 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
For
further information, please contact:
Gem
Diamonds Limited
Kiki Constantopoulos, Company
Secretary
Tel: +44(0) 203 043 0280
ir@gemdiamonds.com
Celicourt Communications
Mark Antelme/Felicity
Winkles
Tel: +44 (0) 207 777 6424
About Gem Diamonds:
Gem Diamonds is a leading global
producer of high value diamonds. The Company owns 70% of the
Letšeng mine in Lesotho. The Letšeng mine is famous for the
production of large, exceptional white diamonds, making it the
highest dollar per carat kimberlite diamond mine in the
world.