Shareholder Correspondence

The Board and management of Gemfields Group Limited’s (“GGL”) welcome input and views from shareholders. Given that transparency is a key Gemfields tenet, Gemfields believes it is important for all shareholders to have access to relevant correspondence concerning material matters.

To that end, GGL has obtained the permission of Groundswell Holdings (Pty) Ltd (“Groundswell”) to provide copies of the correspondence exchanged to date between Groundswell and GGL in relation to various matters.

Groundswell is supported in this correspondence by GGL shareholders holding together approximately 8% of GGL’s issued shares, being:

  1. Afrika Avontuur Kapitaal (Pty) Ltd
  2. Afrika Avontuur Trust
  3. Groundswell Holdings (Pty) Ltd
  4. Peter D Wimsey & Associates (Pty) Ltd
  5. Rational Expectations (Pty) Ltd
  6. Rozendal & Associates Holdings Ltd
  7. Rozendal Partners (Pty) Ltd

Key correspondence to date comprises:

  1. On 26 May 2020, GGL received a letter from Groundswell (dated 21 May 2020) raising perceived concerns on the part of those shareholders relating to the Company’s corporate governance and performance.
  2. On 8 June 2020, GGL replied to Groundswell with a letter advising, inter alia, that GGL had since communicated directly with GGL shareholders representing more than 50% of GGL’s shares who supported the approach and timing of GGL’s proposed approach to the issues raised by Groundswell.
  3. On 16 June 2020, Groundswell sent a further letter (dated 15 June 2020) to GGL proposing the appointment of Mr William Marshall-Smith of Groundswell to the board of GGL.
  4. On 3 July 2020, GGL replied to Groundswell’s letter received on 16 June 2020 relating to an 8th director on the GGL board and the ongoing review of the articles of association.
  5. On 9 July 2020, GGL received a further letter from Groundswell (dated 6 July 2020) regarding various matters.
  1. On 20 July 2020, GGL hosted a webinar and round-table discussion for interested Gemfields shareholders on the following topics:
    • Gemfields as a ‘mining and marketing’ business: the importance of gemstone marketing
    • The pros & cons of Gemfields’ ownership of Fabergé

    Please click here for a copy of the presentation slides.

  1. On 6 August 2020, GGL hosted a second, follow-up session at the request of Groundswell on the same topic.
  1. On 7 August 2020, GGL received a further letter from Groundswell (dated 7 August 2020) regarding various corporate matters.
  1. On 27 August 2020, GGL hosted a management-shareholder engagement session regarding the matters raised in Groundswell Holdings’ letter of 7 August 2020.
  1. On 9 September 2020, GGL received a further letter (dated 8 September 2020) from Groundswell. Groundswell has requested that the letter not be made available to other shareholders for the time being. Should Groundswell’s position change, the letter will be made available here.
  1. On 22 September 2020, GGL replied to the Groundswell letter received on 9 September 2020 (dated 8 September 2020).

GGL shareholders with comments or queries in respect of the above correspondence are welcome to write to [email protected]