Notice of AGM / EGM – 26 June 2018

AGM

Notice is given that an Annual General Meeting of shareholders of the Company will be held at The Old Government House Hotel, St. Ann’s Place, St. Peter Port, Guernsey, GY1 2NU on Tuesday, 26th June 2018 at 11:00 a.m. (British Summer Time).

Ordinary Resolutions
Ordinary resolution 1: To adopt the Company’s Annual Report for the year ended 31 December 2017.
Ordinary resolution 2: To re-elect Erich Clarke, who is retiring by rotation, as a Director of the Company.
Ordinary resolution 3: To re-elect Kwape Mmela, who is retiring by rotation, as a Director of the Company.
Ordinary resolution 4: To re-elect Dr Christo Wiese, who is retiring by rotation, as a Director of the Company.
Ordinary resolution 5: To re-elect Sean Gilbertson, who is retiring by rotation, as a Director of the Company.
Ordinary resolution 6: To re-elect David Lovett, who is retiring by rotation, as a Director of the Company.
Ordinary resolution 7: Election of Audit Committee members.
Ordinary resolution 8: To reappoint BDO LLP as the Company’s auditor (until the conclusion of the 2019 annual general meeting) and to authorise the Directors to fix their remuneration.
Non-Binding Advisory Votes

Endorsement of the Company’s Remuneration Policy.
Endorsement of the Company’s Remuneration Implementation Report.

Title Download
Notice of AGM
Remuneration and Implementation Report JSE Proxy Form (for shareholders holding their shares on the JSE)
JSE Proxy Form (for shareholders holding their shares on the JSE)
BSX Proxy Form (for shareholders holding their shares on the BSX)

EGM

Notice is given that an Extraordinary General Meeting of shareholders of the Company will be held at The Old Government House Hotel, St. Ann’s Place, St. Peter Port, Guernsey, GY1 2NU on Tuesday, 26th June 2018 at noon (British Summer Time).

Special resolution 1: The articles of association of the Company (the “Articles”) be amended as set out in the amended version of the Articles.
Special resolution 2: The Company name is changed to Gemfields Group Limited which shall be effective as of 26th June 2018.
Title Download
Notice of EGM
Explanatory Memorandum to the EGM Resolutions
Update To Notice of EGM
Proposed Amendments to Memorandum and Articles of Incorporation – CLEAN VERSION
Proposed Amendments to Memorandum and Articles of Incorporation – COMPARE VERSION AGAINST EXISTING ARTICLES
JSE Proxy Form (for shareholders holding their shares on the JSE)
BSX Proxy Form (for shareholders holding their shares on the BSX)
Form of Surrender

Any General Meeting convened by the Directors will always have a physical location with a prearranged date, time and location along with an in-person quorum attendance. The Company may also hold a ‘hybrid meeting’ (a physical meeting alongside an electronic/virtual meeting) at the discretion of the directors.