Proposed changes to Articles of Incorporation

Gemfields Group Limited (“Gemfields”) is pleased to advise that it has completed an external review of its Articles of Incorporation (“Articles”). The review arose as a result of specific suggestions received from a shareholder group, and which Gemfields then expanded to include a general review taking into account AIM and JSE practices, Guernsey law (where Gemfields is registered) and the governance benchmarks set by a peer group of other, including large diversified, mining companies. The intention is to better align Gemfields with appropriate market practice and further improve the corporate governance framework.

A copy of the proposed amendments to the articles of incorporation arising from the review (and which remain subject to the approval of the Gemfields board) can be downloaded here.

In its announcement on 9 October 2020, Gemfields invited feedback and commentary on the proposed amendments to the Articles by 17:00 UK time on Friday 11 December 2020.

Gemfields advises that: (i) no further comments have been received and (ii) the proposed amendments to the Articles will therefore be put forward for shareholder approval at the Company’s next AGM, which is expected to take place on 24 June 2021.

Gemfields’ revised Memorandum and Articles of Incorporation were approved by shareholders at the Company’s AGM on 24 June 2021.