NagaCorp Ltd. has unveiled a new Share Option Scheme, adopted by shareholder resolution on 25 June 2026 and valid for a 10-year period starting from this “Adoption Date”. The scheme, administered by the Board, is designed to incentivise and retain directors and employees by aligning their interests with long-term shareholder value.
Key Features
1. Eligibility and Purpose • Eligible Participants include all directors of the Group and employees of NagaCorp and its subsidiaries, as well as new hires granted options as an employment inducement. • Awards aim to reward contributions and strengthen alignment with shareholder interests, factoring in performance, tenure, responsibilities and retention potential.
2. Grant Parameters • Options may be offered on any business day within the 10-year scheme life. • Each offer must be accepted within 21 calendar days; no consideration is payable on acceptance. • Options are personal and non-transferable. • Grants may carry additional performance targets, minimum holding periods or clawback terms at the Board’s discretion.
3. Vesting and Exercise Terms • Standard vesting period is at least 12 months from acceptance, with limited circumstances allowing shorter schedules (e.g., make-whole awards, retirement, disability). • Exercise price is the higher of: – The closing price on the grant date; – The five-day average closing price preceding the grant date; – The nominal value of the shares. • Options are exercisable for up to 10 years from their grant date.
4. Scheme and Individual Limits • Aggregate issuance under this scheme and any other option/award plans is capped at 10% of NagaCorp’s issued share capital (excluding treasury shares) on the Adoption Date (“Scheme Mandate Limit”). • The limit can be renewed by shareholder approval, subject to Listing Rules conditions. • Grants exceeding 1% of issued shares to any single participant within a 12-month period require separate shareholder approval; for independent non-executive directors or substantial shareholders (and their associates), the threshold is 0.1%.
5. Option Lapse and Cancellation • Options lapse on the earliest of: end of exercise period, one year after a grantee’s death, dismissal for misconduct, or 90 days after cessation of employment for other specified reasons. • Board and grantee consent is required for any cancellation; cancelled options count toward the scheme limit unless replaced with new options within available headroom.
6. Capital Adjustments and Corporate Actions • In events such as capitalisations, rights issues, subdivisions or reductions, independent auditors will certify fair and reasonable adjustments to option quantity or exercise price, ensuring no issuance below par value. • Special provisions allow accelerated exercise in the event of takeovers, schemes of arrangement or voluntary winding-up.
7. Governance and Amendments • Any material amendments, or changes advantageous to grantees, require prior shareholder approval. • The Board retains authority to terminate the scheme; existing unexercised options would continue under prevailing terms.
The scheme underscores NagaCorp’s intent to foster long-term commitment among key personnel while maintaining compliance with Hong Kong Listing Rules and safeguarding shareholder interests.
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