Cross-border transfer of shares

Gemfields Group Limited (“Gemfields” or the “Company”) is listed on the following stock exchanges:

Johannesburg Stock Exchange (“JSE”) – Ticker/Symbol: GML

Alternative Investment Market (“AIM”) * – Ticker/Symbol: GEM

* Admission commences 14 February 2020.

The company has two shareholder registers; a principal register in Guernsey for the AIM quoted securities (where shares can be held in certificated form or electronically via a custodian or nominee) and a second, branch, register in South Africa for the JSE listed securities (where shares can also be held in certificated form or electronically via a custodian or nominee). Each register is maintained by the Company’s registrar, Computershare.

Transferring shares from the South African register (JSE) to the Guernsey register (AIM)

It is possible, through the process outlined below, to move your shares from South Africa to Guernsey, either to be held in the jurisdiction more convenient for you and/or to allow those shares to be traded on AIM, rather than the JSE.  To trade on AIM, in addition to moving your shares from South Africa, you will need to arrange for your shares to be deposited into the CREST account of your nominated custodian or nominee.  CREST is the UK central securities depository system through which shares can be held electronically.

Below is a guidance note as to the steps that need to be taken to effect a movement between registers, from South Africa to Guernsey:

• Certificated South Africa Shareholders**
  • You will need to complete a Cross-Border Instruction Form detailing the following information and return this to Computershare SA (contact details on page 3) along with your current share certificate(s).  Please contact Computershare SA for the latest form and further details.
    • Your full name and address.
    • Shareholder Reference Number (“SRN”), which is contained on your share certificate(s).
    • If you have an existing account with a UK custodian/nominee and wish for your shares to be delivered to that custodian/nominee, you will need to include their CREST Participant and Member Account details. This can be obtained by calling them, which will also act as notice to them to expect your shares. If you do not have an existing account with a UK custodian/nominee, then you will need to set one up before you complete and return your instruction form.
    • If you require your shares to be delivered in certificated form rather than held in CREST, confirm the address to be recorded and any alternative delivery address.
    • Contact details for yourself and, if applicable, your chosen custodian/nominee in case of any queries.
  • Upon receipt, Computershare will process the removal from the South African register to the Guernsey register.
  • Once registered in Guernsey, shares will be issued in certificated form or deposited into the CREST system as appropriate.
  • If you currently hold your shares through a custodian or nominee in South Africa, please contact them to arrange for movement to the Guernsey share register on your behalf.
  • Any questions or queries should be directed to Computershare SA.

• STRATE Participants**
  • Those with, or those whose custodian/nominees have, experience of cross-border transactions via Computershare are able to use the services of xSettle, the Computershare portal for instructing movements to or from South Africa to the UK/Channel Islands, in addition to requesting a re-materialisation of the relevant number of shares.
  • Those with, or those whose custodian/nominees have, limited experience or no access to xSettle should contact Computershare SA for guidance – note that, in this circumstance, the process to follow with be similar to that outlined above for ‘Certificated South Africa Shareholders’.
  • Upon receipt, Computershare will process the removal from the South African register to the Guernsey register.
  • Once registered in Guernsey, shares will be deposited into the CREST system or issued in certificated form as appropriate.
  • Any questions or queries should be directed to Computershare SA.

** Note, you may also need to comply with local exchange control protocols for removing assets/value from South Africa. Please refer to a South African financial adviser if you need guidance on this. STRATE is the authorised Central Securities Depository (CSD) for the electronic settlement of all financial instruments in South Africa.

Transferring shares from the Guernsey register (AIM) to the South African register (JSE)

Certificated Guernsey shareholders

• You will need to complete and return a Register Removal Form with your Gemfields share certificate. You will need to complete a Cross-Border Instruction Form detailing the following information and return this to Computershare UK (contact details on page 3) along with your current share certificate(s). Please contact Computershare UK for the latest forms and further details.
  • Your full name and address.
  • Shareholder Reference Number (“SRN”), which is contained on your share certificate(s).
  • If you have an existing account with a South African custodian/nominee and wish for your shares to be delivered to that custodian/nominee, you will need to include their STRATE account details. This can be obtained by calling them, which will also act as notice to them to expect your shares. If you do not have an existing account with a South African custodian/nominee, then you will need to set one up before you complete and return your instruction form.
  • If you require your shares to be delivered in certificated form rather than held in STRATE, confirm the address to be recorded and any alternative delivery address.
  • Contact details for yourself and, if applicable, your chosen custodian/nominee in case of any queries.
• Upon receipt, Computershare will process the removal from the Guernsey register to the South African register.
• Once registered in South Africa, shares will be issued in certificated form or deposited into the STRATE system as appropriate.
• If you currently hold your shares through a custodian or nominee in the UK, please contact them to arrange for movement to the South African share register on your behalf.

CREST participants

1. CREST Participants are required to process a CREST stock withdrawal instruction into the name and address of the South African entity that is to receive the shares through the register in South Africa.
2. At the same time your CREST Participant will need to provide the settlement details for the custodian/nominee which is a STRATE participant. STRATE is the South African central securities depository system through which shares can be held electronically
3. Upon receipt, Computershare will process the removal from the Guernsey register to the South African register.
4. Once registered in South Africa, shares will be deposited into the STRATE system or issued in certificated form as appropriate.

For shareholders holding their shares on the Guernsey register and who wish to maintain on this register and trade shares on AIM

Following the recent admission to AIM on the London Stock Exchange (commencing 14 February 2020), Gemfields shares are now available for you to trade (sell or buy more) in certificated form or through CREST.

The London Stock Exchange provides a ‘locate a broker’ facility on its website, which gives details of several companies offering share dealing services. For more information, please visit the private investors section:

https://www.londonstockexchange.com/traders-and-brokers/private-investors/home/private-investors.htm

If you do not currently have any UK brokerage arrangements Computershare can offer a dealing facility to accommodate you should you wish to use their services.

The link below will provide you with an overview of the terms of the service with all the associated costs and a comprehensive frequently asked questions section.

In order to trade your shares you will firstly need to register at www.computershare.trade

Please note that for UK residents, this can all be completed online. However, should you have any specific questions in relation to the registration that are not answered in the FAQs please contact the number provided in the link above.

Computershare contact information

• Computershare UK
  • Email: !ALLUKGlobalTransactionTeam@computershare.co.uk
• Computershare South Africa (“SA”)
  • Email: Removals@Computershare.co.za