AFC ENERGY PLC

Remuneration Information • Aug 1, 2025

National Storage Mechanism | Additional information

RNS Number : 5089T

AFC Energy Plc

01 August 2025

01 August 2025

AFC Energy plc

("AFC Energy" or the "Company")

Grant of Share Options

AFC Energy (AIM: AFC) is pleased to announce that it has today granted awards by way of nominal cost options over, in aggregate, 9,794,687 ordinary shares of £0.001 each in the Company (" Ordinary Shares ") (" Awards ") to certain executive directors, senior management and employees under the Company's Performance Share Plan (" PSP "). This represents 1.039% of the Company's total issued share capital.

The following Directors and Persons Discharging Managerial Responsibility (" PDMRs ") of the Company have been granted Awards under the Company's PSP:

Name of Director/PDMR	Title	Total Awards Granted
John Wilson	Chief Executive Officer	5,860,520
Karl Bostock	Chief Financial Officer	2,344,208

The Company's PSP has been designed to reward employees of the Company for performance that delivers value for shareholders and incentivise employees to work effectively together to deliver key corporate objectives. 

The Awards entitle the individual to receive Ordinary Shares up to the maximum number set out above, subject to the satisfaction of certain performance conditions and continued employment. 100% of the Awards will vest on 1 August 2028, or as soon as practicable after this date.

Vesting of the Awards is subject to the achievement of performance conditions aligned with shareholder interests and expectations as follows:

·      Vesting of 50% of each Award based on an absolute total shareholder return ("TSR") performance condition ("Absolute Award"); and

·      Vesting of 50% of each Award based on a relative TSR performance condition ("Relative Award").

Under the absolute TSR condition, the Company's TSR over the three-year performance period will be calculated and tested against a minimum TSR threshold of 15% per annum. Below this threshold this portion of the Absolute Award will be forfeited. At the minimum threshold, 25% of the maximum Absolute Award will vest and this will increase linearly up to 100% of the Absolute Award vesting for the achievement of an absolute TSR of 30% per annum.

Under the relative TSR condition, the Company's TSR as at the end of the performance period will be compared against the FTSE AIM All-Share Index (the "Index"). The Company's TSR falling below the price performance of the Index will mean this portion of the Relative Award will be forfeited. A Company TSR in line with the Index price performance shall mean that 25% of the maximum Relative Award will vest and this will increase linearly up to 100% of the Relative Award vesting up to a TSR which is in line with the Index price performance plus 15% per annum.

The Awards have a maximum term of 10 years from the date of grant.

Set out below are the notifications made in accordance with Article 19 of the UK Market Abuse Regulation.

For further information, please contact:

AFC Energy plc Brendan Keane (Company Secretary)	+44 (0) 14 8327 6726 investors@afcenergy.com
Peel Hunt LLP  - Nominated Adviser and Joint Broker Richard Crichton / Georgia Langoulant / Emily Bhasin	+44 (0) 207 418 8900
Zeus  - Joint Broker David Foreman / James Hornigold (Investment Banking) Dominic King (Corporate Broking) / Rupert Woolfenden (Sales)	+44 (0) 203 829 5000
RBC Capital Markets - Joint Broker Matthew Coakes / Teri Su Eduardo Famini / James Maitland	+44 (0) 20 7653 4000
FTI Consulting - Financial PR Advisors Ben Brewerton / Chris Laing / Evie Taylor	+44 (0) 203 727 1000 afcenergy@fticonsulting.com

1

Details of the person discharging managerial responsibilities / person closely associate

a)

Name

John Wilson

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

AFC Energy Plc

b)

LEI

213800SRJST19GNS9U35

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

Ordinary Shares of £0.001 each in the Company (the "Shares")

Identification code

ISIN: GB00B18S7B29

b)

Nature of the transaction

Grant of awards over Shares under the AFC Energy Plc Performance Share Plan.

c)

Price(s) and volume(s)

Price per share	Volume
£0.001	5,860,520

d)

Aggregated Information

Volume

Price

n/a single transaction

e)

Date of transaction

1 August 2025

f)

Place of transaction

Outside a trading venue

1

Details of the person discharging managerial responsibilities / person closely associate

a)

Name

Karl Bostock

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

AFC Energy Plc

b)

LEI

213800SRJST19GNS9U35

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

Ordinary Shares of £0.001 each in the Company (the "Shares")

Identification code

ISIN: GB00B18S7B29

b)

Nature of the transaction

Grant of awards over Shares under the AFC Energy Plc Performance Share Plan.

c)

Price(s) and volume(s)

Price per share	Volume
£0.001	2,344,208

d)

Aggregated Information

Volume

Price

n/a single transaction

e)

Date of transaction

1 August 2025

f)

Place of transaction

Outside a trading venue

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