Shareholders are advised that the Company has awarded a total of 48,853,247 performance shares in the form of nominal cost options (“Performance Shares”) under the Gemfields Group Limited Long Term Incentive Plan 2023 (“LTIP”) to two Executive Directors and a number of senior employees including persons discharging managerial responsibilities (“PDMRs”). The Performance Shares equate to 2.83% of the issued share capital in aggregate.
Vesting Conditions
The vesting of the Performance Shares is conditional on meeting performance conditions measured over a three-year period as described below. If the performance conditions are met, the awards will vest on the third anniversary of grant and are subject to a two-year post-vesting holding period and to conventional malus and clawback provisions.
Previous Award
The LTIP was approved by shareholders at the Company’s AGM on 27 June 2023. Prior to today’s award, 11,823,851 performance shares, also subject to performance conditions, were granted on 25 August 2023 with a performance period spanning 1 January 2023 to 31 December 2025 (the “2023 Award”). The 2023 Award required a total shareholder return of at least 10% per annum before any vesting of 50% of the performance shares occurred and had a base price of USDc 19.40 cents per share (then GBP 16.03 pence per share). The 2023 Award also required, before any vesting of the other 50% of the performance shares occurred, cumulative adjusted earnings per share over the performance period of at least USDc 0.09 cents per share (2023 AEPS was USD 1.3 cents per share; 2024 AEPS was USD (1.8) cents loss per share and 2025 H1 AEPS was USDc (1.5) cents loss per share).
Performance conditions
These performance conditions will be measured from 1 July 2025 to 30 June 2028 (the “Performance Measurement Period”).
- Cumulative Adjusted Earnings Per Share (“AEPS”) Target
Up to 50% of the total Performance Shares will vest dependent upon the achievement of a cumulative AEPS target over the Performance Measurement Period, determined as follows:
| Cumulative AEPS for the three years to 30 June 2028 | % of Shares subject to the AEPS Target Vesting1 |
| Below USD 0.048 | No vesting |
| USD 0.048 | 25% |
| USD 0.06 or higher | 100% |
1 Straight line vesting for AEPS between USD0.048-USD0.06.
AEPS is defined as Headline Earnings Per Share adjusted for unrealised fair value gains and losses. Any adjustments made to the AEPS target for the purposes of the performance condition shall be applied at the sole discretion of the Remuneration Committee and may include, without limitation, charges for share-based payments, the amortisation of acquired intangible assets and extraordinary one-off items. Such adjustments will be applied on a transparent and consistent basis.
- Total Shareholder Return (“TSR”) Target
Up to 50% of the total Performance Shares will vest dependent upon the performance of the Company’s TSR measured over the Performance Measurement Period, determined as follows:
| Compound annual TSR growth for three-year period to 30 June 2028 | % of Shares subject to the TSR Target Vesting1 |
| Below 8% | No vesting |
| 8% | 25% |
| 12% | 100% |
1Straight line vesting for compound average TSR growth between 8.0%-12.0%.
The base share price for this performance condition is USD 7.21 cents (ZAR 124.88 cents), being the volume weighted average price of the Company’s shares traded on AIM for the 30 trading days (“30 Day VWAP”) immediately prior to the start of the Performance Measurement Period of 5.34 pence translated into USD, using the average exchange rate over the period of the 30 Day VWAP of USD 1.35 per GBP and ZAR 17.32 per USD.
This base will be compared with the TSR at the end of the performance period on 30 June 2028, as calculated using the AIM 30 Day VWAP until 30 June 2028 translated into USD on the same basis as above, multiplied by one share plus any additional shares or fraction of a share that could have been acquired by re-investing any net dividends, using the AIM closing price on the ex-dividend date applicable to each dividend, paid during the Performance Measurement Period.
Clearance was obtained for the above dealings in securities.
*Deemed transaction value was calculated using the closing price of ZAR1.44 on the JSE Limited on 26 September 2025.
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