HUTCHMED Sets 12 May AGM to Vote on 10 % Issue/Buy-Back Mandates and 2026 Share Option Scheme

Bulletin Express04-09 16:41

HUTCHMED (China) Limited will convene an electronic/hybrid annual general meeting on 12 May 2026. Shareholders will vote on four principal resolutions.

1. Board Composition • Ten directors—eight seeking re-election and one standing for first re-election—will be put forward. • Independent non-executive director Tony Mok will retire and not stand.

2. General Mandate to Issue Shares • Directors seek authority to allot and dispose of new shares up to 10 % of the issued share capital (excluding treasury shares), equal to 87.23 million shares based on the 872.33 million shares outstanding at 29 March 2026. • Any placement price must not exceed a 10 % discount to the benchmarked market price. • The board states it has no immediate plans to use the mandate.

3. Share Repurchase Mandate • A parallel 10 % buy-back mandate—also capped at 87.23 million shares—is proposed. • Hutchison (CKHH) subsidiaries currently own 38.13 % of HUTCHMED; full use of the buy-back authority would raise that stake to 42.37 %, potentially triggering a mandatory offer under Hong Kong’s Takeovers Code. The board has “no immediate plans” to exercise the mandate.

4. 2026 Share Option Scheme • The new scheme replaces the 2015 plan expiring on 12 May 2026. • Scheme limit: 5 % of issued shares on the adoption date—equivalent to 43.62 million shares—subject to three-year refresh approvals. • Option life: up to 10 years; minimum vesting: 12 months (with defined exceptions). • Annual individual cap: 1 % of issued shares; aggregate cap for substantial shareholders and associates: 0.1 % within 12 months unless separately approved. • Exercise price: market value on the grant date; adjustments permitted for corporate actions. • Built-in claw-back aligns with SEC-mandated policy for executive compensation.

Logistics • Share register closes 7–12 May. Proxy deadline: 10 May. • Hybrid format: physical venue at Harbour Grand Kowloon, Hong Kong; online platform available to all shareholders.

If approved, all mandates will run until the next AGM. No dividend proposal accompanies the notice.

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