4 April 2025
Gulf Keystone Petroleum Ltd. (LSE: GKP)
(“Gulf Keystone”, “GKP” or “the Company”)
Long Term Incentive Plan (“LTIP”) Award
Director/PDMR Shareholdings
LTIP
Gulf Keystone announces that, pursuant to the Gulf Keystone Petroleum 2024 Long Term Incentive Plan (“LTIP”), on 1 April 2025 (the “Award Date”) awards over common shares (“2025 Awards”) were granted to employees and the persons discharging managerial responsibilities ("PDMRs") listed below.
The LTIP was approved by the Company’s shareholders at the Company's Annual General Meeting held on 21 June 2024, replacing the 2014 Long Term Incentive Plan. These are the second awards to be made under the new plan and are in accordance with the agreed annual issue cycle which follows release of the Company’s full year results. The awards have been made to eligible employees of the wider workforce, including to employees in Kurdistan.
The quantum of 2025 Awards was determined based on a price of 193.9p being the closing mid-market price of the Company on 31 March 2025. The vesting date for the 2025 Awards is 1 April 2028, being the third anniversary from the Award Date. The 2025 Awards are in the form of nil cost options and no consideration is payable for the grant of an award.
Performance Conditions
Vesting of the 2025 Awards is subject to performance conditions which include the requirement for both absolute and relative total shareholder return (“TSR”) targets being met. For the 2025 Awards, TSR will be measured over the three financial years of the Company commencing in the year of the Grant Date. In accordance with recent governance guidelines, the Remuneration Committee has the discretion to review vesting outcomes to ensure a fair reflection of performance.
Awards
The following PDMRs have been granted 2025 Awards under the LTIP:
| Name | Position | Number of awards |
| Jon Harris | Chief Executive Officer | 513,873 |
| Gabriel Papineau-Legris | Chief Financial Officer | 287,003 |
| John Hulme | Chief Operating Officer | 179,090 |
| Clare Kinahan | Chief HR Officer | 117,097 |
| Alasdair Robinson | Chief Legal Officer | 116,480 |
Staff Awards
In addition to the above, a total of 1,841,737 awards in aggregate have also been granted to eligible employees who are not PDMRs. For lower grade staff only, awards are made on a time vested basis without performance conditions, and will vest one third/one third/one third over three years subject to certain conditions including continuation of employment. Of the 1,841,737 awards detailed above, 468,404 of these are time vested awards.
Enquiries:
| Gulf Keystone: | +44 (0) 20 7514 1400 |
| Aaron Clark, Head of Investor Relations & Corporate Communications | aclark@gulfkeystone.com |
| FTI Consulting | +44 (0) 20 3727 1000 |
| Ben Brewerton Nick Hennis | GKP@fticonsulting.com |
or visit: www.gulfkeystone.com
Notes to Editors:
Gulf Keystone Petroleum Ltd. (LSE: GKP) is a leading independent operator and producer in the Kurdistan Region of Iraq. Further information on Gulf Keystone is available on its website www.gulfkeystone.com
This notification is made in accordance with the Market Abuse Regulation.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Jon Harris |
| 2 | Reason for the notification |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Gulf Keystone Petroleum Limited |
| b) | LEI | 213800QTAQOSSTNTPO15 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument Identification code | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the Gulf Keystone Petroleum 2024 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 513,873 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 1 April 2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Gabriel Papineau-Legris |
| 2 | Reason for the notification |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Gulf Keystone Petroleum Limited |
| b) | LEI | 213800QTAQOSSTNTPO15 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument Identification code | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the Gulf Keystone Petroleum 2024 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | nil | 287,003 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 1 April 2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | John Hulme |
| 2 | Reason for the notification |
| a) | Position/status | Chief Operating Officer |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Gulf Keystone Petroleum Limited |
| b) | LEI | 213800QTAQOSSTNTPO15 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument Identification code | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the Gulf Keystone Petroleum 2024 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 179,090 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 1 April 2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Clare Kinahan |
| 2 | Reason for the notification |
| a) | Position/status | Chief HR Officer |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Gulf Keystone Petroleum Limited |
| b) | LEI | 213800QTAQOSSTNTPO15 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument Identification code | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the Gulf Keystone Petroleum 2024 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 117,097 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 1 April 2025 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Alasdair Robinson |
| 2 | Reason for the notification |
| a) | Position/status | Chief Legal Officer |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Gulf Keystone Petroleum Limited |
| b) | LEI | 213800QTAQOSSTNTPO15 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument Identification code | Common shares of $1.00 each in Gulf Keystone Petroleum Limited ISIN: BMG4209G2077 |
| b) | Nature of the transaction | Grant of nil cost award under the Gulf Keystone Petroleum 2024 Long Term Incentive Plan |
| c) | Price(s) and volume(s) | | Price(s) | Volume(s) | | Nil | 116,480 |
|
| d) | Aggregated information | - | Aggregated volume | | - | Price |
| Single transaction as in 4c) above. Nil consideration |
| e) | Date of the transaction | 1 April 2025 |
| f) | Place of the transaction | Outside a trading venue |
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