**Summary**
Gemfields Group Limited announced the award of 48,853,247 performance shares under its Long Term Incentive Plan (LTIP) 2023 to two Executive Directors, several senior employees, and Persons Discharging Managerial Responsibilities (PDMRs). These shares represent 2.83% of the companys issued share capital. The vesting of these shares is contingent on meeting specific performance conditions over a three-year period (1 July 2025 to 30 June 2028), including
1. **Cumulative Adjusted Earnings Per Share (AEPS) Target**: Up to 50% of shares vest based on achieving a cumulative AEPS target, with thresholds ranging from USD 0.048 to USD 0.06 or higher.
2. **Total Shareholder Return (TSR) Target**: Up to 50% of shares vest based on the companys TSR performance, with thresholds ranging from 8% to 12% compound annual growth.
The awards are subject to a two-year post-vesting holding period and malus/clawback provisions. The LTIP was approved by shareholders at the 2023 AGM.
Additionally, the company disclosed details of nominal cost option grants to key executives and PDMRs, including
**Sean Gilbertson (CEO)**: 10641892 shares (deemed value: ZAR 15324324)
**David Lovett (CFO)**: 6007875 shares (deemed value: ZAR 8651340)
**Adrian Banks (PDMR)**: 4466663 shares (deemed value: ZAR 6431995)
**Kartikeya Parikshya (PDMR)**: 3546346 shares (deemed value: ZAR 5106738)
**CV Suresh (PDMR)**: 2485919 shares (deemed value: ZAR 3579723)
**Toby Hewitt (Company Secretary)**2,237,327 shares (deemed value: ZAR 3,221,751)
The deemed transaction values were calculated using the closing price of ZAR 1.44 on the JSE Limited on 26 September 2025. The announcement complies with regulatory requirements, including the Market Abuse Regulation (EU) No. 596/2014 and JSE Listings Requirements.
Gemfields Group Limited is a leading miner and marketer of colored gemstones, operating mines in Zambia and Mozambique, with additional interests in Ethiopia and Madagascar.