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Old Mutual Alternative Investments (OMAI) comments on the (PGL) issued announcement

released on SENS today:

A number of days ago PGL asked its shareholders to vote on an ordinary resolution to approve an
offer to be made to take-over full control of Gemfields PLC. We approved this resolution.
At the same meeting, shareholders were also asked to vote on a special resolution. That resolution
was all encompassing and included amongst others an extension of the life of Pallinghurst, a new
executive management structure and a far-reaching remuneration plan for the executive. OMAI
voted against that resolution as we did not agree with the duration of the extension of the companys
life and, in particular, the remuneration elements. Nevertheless, that resolution was carried.

Yesterday PGL convened its AGM asking shareholders to vote, inter alia, on the re-appointment of
retiring non-exec directors as well as to provide a non-binding Advisory Vote to endorse the
companys remuneration policy. OMAI voted against the remuneration policy as our earlier issues
in that regard have, to our knowledge, not been addressed in any way. We also voted against the re-
appointment of the non-executive independent directors as they have, in our opinion, fallen short of
their fiduciary responsibility to shareholders to comment on the remuneration policy, nor an any
other issue which may have raised, formally or informally, by shareholders. By their inaction, they
appear at best to be completely out of touch with shareholders, or have ignored any issues which
may have been raised in the past few weeks.
OMAI voted by proxy and did not attend the AGM. We therefore do not know what was said nor
how the voting actually panned out. We do note however that the non-executive directors tended
their resignation a day before the meeting formally took place confirming, in our reading, that a
number of other shareholders may have similar concerns which was subsequently confirmed in the
SENS statement.

OMAI notes Mr Gilbertsons statement that he shall seek to engage promptly with those
shareholders [who voted against], to establish and address their concerns. In this regard, we urge
PGL to indeed engage promptly and not merely by way of keeping shareholders updated on our
continued actions as Mr Frandsen put it. Given that shareholders have, after ten years, nothing to
show for their investment it is well overdue to reassess the direction of the company and, probably,
its management structures. An overall clear alignment between all stakeholders is crucial and re-
enforces the stakeholder inclusive approach to governance as required through King IV.

Old Mutual takes a transparent approach to its ownership responsibilities. We proactively engage
with a broad range of companies and market actors on governance issues. We do this because we
believe that ethical leadership and sound governance is central to achieve long term investment
outcomes for our clients. Central to this is the principle of transparency and stakeholder engagement
which we urge PGL to adhere to.

JAMES REGOUT

Head: International Private Equity


Old Mutual Alternative Investments

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