REG - Gemfields Group Ltd - GGL Award of 2025 LTIP

About this update from Gemfields Group Limited

RNS Number : 3039B Gemfields Group Limited 30 September 2025 Incorporated in Guernsey. Guernsey registration Number: 47656.South African external company registration number 2009/012636/10Share code on JSE:GML (General Segment of JSE Main Board) / AIM:GEM ISIN: GG00BG0KTL52 | LEI: 21380017GAVXTCYS5R31("Gemfields" or the "Company")Grant of performance share awards under Long Term Incentive Plan and PDMR dealingsLONDON, 30 SEPTEMBER 2025Shareholders 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.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.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 conditionsThese performance conditions will be measured from 1 July 2025 to 30 June 2028 (the "Performance Measurement Period").1. Cumulative Adjusted Earnings Per Share ("AEPS") TargetUp to 50% of the total Performance Shares will vest dependent upon the achievement of a cumulative AEPS target over the P...

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