Grant of awards under LTIP and PDMR dealings
Gemfields Group Limited has granted conditional share awards totaling 51,085,102 shares, representing 2.96% of its issued share capital, under its Long Term Incentive Plan to executive directors and senior employees. These awards, comprising 75% performance shares and 25% restricted shares, vest after three years and are subject to performance conditions including cumulative Adjusted Earnings Per Share (AEPS) targets, Total Shareholder Return (TSR), Lost-Time Injury Frequency Rate (LTIFR), and strategic delivery at MRM, with specific targets and vesting percentages outlined for each. Additionally, interim CEO and CFO David Lovett, PDMR Adrian Banks, and Company Secretary Toby Hewitt received grants of 14,235,669, 7,596,131, and 2,675,159 shares respectively, with the total deemed transaction value for these PDMR dealings amounting to ZAR 9,822,611.61, ZAR 5,241,330.39, and ZAR 1,845,859.71.
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Share code on JSE:GML (General Segment of JSE Main Board) / AIM:GEM
("Gemfields" or the "Group" or the "Company")
Grant of awards under Long Term Incentive Plan and PDMR dealings
LONDON, 05 OCTOBER 2026
Shareholders are advised that the Company has awarded conditional share awards over a total of 51,085,102 shares in the capital of the Company. The awards have been granted under the Gemfields Group Limited Long Term Incentive Plan 2023 ("LTIP") to one Executive Director and a number of senior employees including persons discharging managerial responsibilities ("PDMRs"). The conditional share awards equate to 2.96% of the issued share capital in aggregate.
The vesting of each participant's conditional share award is subject to the terms of the LTIP. Of each award, 75% of the award comprises performance shares, which are conditional on meeting performance conditions measured over a three-year period as described below ("Performance Shares"), and 25% comprises restricted shares, which are not subject to specific performance conditions ("Restricted Shares"). Subject to the applicable conditions being satisfied and the participant remaining employed, the awards will normally vest on the third anniversary of grant. In addition, awards granted to PDMRs are subject to a two-year post-vesting holding period and all awards are subject to customary malus and clawback provisions.
The LTIP was approved by shareholders at the Company's AGM on 27 June 2023 and amended at the AGM on 23 June 2026.
Performance conditions
The performance conditions will be measured over the period from 1 July 2026 to 30 June 2029 (the "Performance Measurement Period"). This is different to the performance period indicated in the materials circulated ahead of the 23 June 2026 AGM. The Remuneration Committee has revised the performance period to reflect the delayed grant of the award, ensuring closer alignment between the performance measurement and vesting periods. The Committee believes that the performance conditions remain appropriately challenging.
Cumulative Adjusted Earnings Per Share ("AEPS") Target
35% 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 2029 | % of Shares subject to the AEPS Target Vesting 1 |
|---|---|
| Below USD 0.0325 | No vesting |
| USD 0.0325 | 25% |
| USD 0.0406 or higher | 100% |
1 Straight line vesting for AEPS between USD0.0325-USD0.0406.
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
35% 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 the three years to 30 June 2029 | % of Shares subject to the TSR Target Vesting 1 |
|---|---|
| Below 8% | No vesting |
| 8% | 25% |
| 12% | 100% |
1 Straight line vesting for compound annual TSR growth between 8.0%-12.0%.
The base share price for this performance condition is USD 5.45 cents (ZAR 88.11 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 4.08 pence translated into USD, using the average exchange rate over the period of the 30 Day VWAP of USD 1.34 per GBP and ZAR 16.17 per USD.
This base will be compared with the TSR at the end of the performance period on 30 June 2029, as calculated using the AIM 30 Day VWAP until 30 June 2029 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.
Lost-Time Injury Frequency Rate ("LTIFR")
10% of the total Performance Shares will vest dependent upon the performance of the Company's LTIFR measured over the Performance Measurement Period, determined as follows:
| LTIFR rate for the three years to 30 June 2029 | % of Shares subject to the LTIFR Target Vesting 1 |
|---|---|
| Above 1.00 | No vesting |
| 1.00 | 25% |
| 0.75 | 100% |
1 Straight line vesting for LTIFR rate between 1.0 - 0.75.
Strategic Delivery at MRM
20% of the total Performance Shares will vest dependent upon the performance of the cumulative ore tonnes processed at MRM, measured over the Performance Measurement Period, determined as follows:
| Cumulative ore tonnes processed at MRM for the three years to 30 June 2029 | % of Shares subject to the LTIFR Target Vesting 1 |
|---|---|
| Below 10.306 Mt | No vesting |
| 10.306 Mt | 25% |
| 11.390 Mt | 100% |
1 Straight line vesting for cumulative ore tonnes processed at MRM for three-year period between 10.306 MT - 11.390 MT.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | David Lovett |
| 2 | Reason for the notification | |
| a) | Position/status | Interim Chief Executive Officer / Chief Finance Officer / PDMR |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Gemfields Group Limited |
| b) | LEI | 21380017GAVXTCYS5R31 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of USD0.00001 each |
| Identification code | ISIN: GG00BG0KTL52 | |
| b) | Nature of the transaction | Grant of conditional share award under the Gemfields Group Limited Long Term Incentive Plan (2023) (off market) |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| Nil | 14,235,669 | |
| d) | Aggregated information | |
| - Aggregated volume | 14,235,669 | |
| - Price | Nil | |
| e) | Date of the transaction | 02 October 2026 |
| f) | Place of the transaction | London / Johannesburg |
In compliance with Rules 6.77 - 6.89 of the JSE Listings Requirements the following additional information is disclosed:
| Total deemed value of transaction: | ZAR 9,822,611.61 | |
| Nature of interest: | Direct beneficial | |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Adrian Banks |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Gemfields Group Limited |
| b) | LEI | 21380017GAVXTCYS5R31 |
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of USD0.00001 each |
| Identification code | ISIN: GG00BG0KTL52 | |
| b) | Nature of the transaction | Grant of conditional share award under the Gemfields Group Limited Long Term Incentive Plan (2023) (off market) |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| Nil | 7,596,131 | |
| d) | Aggregated information | |
| - Aggregated volume | 7,596,131 | |
| - Price | Nil | |
| e) | Date of the transaction | 02 October 2026 |
| f) | Place of the transaction | London / Johannesburg |
In compliance with Rules 6.77 - 6.89 of the JSE Listings Requirements the following additional information is disclosed:
| Total deemed value of transaction: | ZAR 5,241,330.39 |
| Nature of interest: | Direct beneficial |
Notification of a Transaction in terms of the JSE Listings Requirements
| Name | Toby Hewitt |
| Position/status | Company Secretary and General Counsel |
| Nature of the transaction | Grant of conditional share award under the Gemfields Group Limited Long Term Incentive Plan (2023) (off market) |
| Price(s) and volume(s) | |
| Price(s) | Volume(s) |
| Nil | 2,675,159 |
| Date of the transaction | 02 October 2026 |
| Nature of interest | Direct Beneficial |
| Place of the transaction | London / Johannesburg |
In compliance with Rules 6.77 - 6.89 of the JSE Listings Requirements the following additional information is disclosed:
| Total deemed value of transaction: | ZAR 1,845,859.71 |
| Nature of interest: | Direct Beneficial |
Clearance was obtained for the above dealings in securities.
*Deemed transaction value was calculated using the closing price of ZAR 0.69 on the JSE Limited on 01 October 2026.
| KAGEM MINING LINKEDIN | |
| MONTEPUEZ RUBY MINING LINKEDIN |
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