Victory Securities (Holdings) Limited has adopted a new share scheme, effective 4 June 2026, to grant share options and share awards to eligible directors and employees across the Group. The programme will run for 10 years, ending the day before the tenth anniversary of the adoption date, unless terminated earlier by shareholders.
The scheme authorises grants over a maximum number of shares equal to 10% of Victory Securities’ issued share capital (excluding any treasury shares) on the adoption date (“Scheme Mandate Limit”). Awards that lapse will not count toward this limit. Any issue of awards exceeding the limit, or any refresh of the mandate after three years, will require separate shareholder approval in accordance with GEM Listing Rules.
Key commercial parameters include: • Award Types: Share Options and/or Share Awards, to be settled through new issue, existing shares, treasury shares, or market purchases. • Exercise Price: For Share Options, the price may not be lower than (i) the closing price on the offer date, (ii) the five-day average closing price preceding the offer, or (iii) the shares’ nominal value. • Vesting: Awards generally carry a minimum holding period of 12 months. The board may approve a shorter period in limited cases such as “make-whole” grants, disability, retirement, or performance-based schedules. • Exercise Period: Awards must be exercised within a period specified on grant and no later than 10 years from the offer date. • Performance & Clawback: Performance targets and clawback provisions are optional and will be set case-by-case at the board’s discretion. Potential clawback events include summary dismissal, criminal conviction for dishonesty, or misconduct causing reputational or financial damage. • Early Lapse: Unexercised awards lapse upon termination for misconduct, bankruptcy, redundancy or other specified events; special provisions apply for death, disability, retirement or corporate control changes. • Eligibility: Directors and employees (full-time or otherwise) of the Group may participate, subject to performance, contribution and other criteria. Any grant to connected persons must obtain prior approval from independent non-executive directors, and higher thresholds trigger shareholder voting requirements. • Adjustments: In the event of capital changes such as bonus issues, rights issues, consolidations or subdivisions, independent auditors or a financial adviser will certify equitable adjustments to award size and exercise price to preserve economic value. • Administration: The board, or a delegated committee, will oversee interpretations, grants and modifications, ensuring compliance with GEM Listing Rules. Trust structures may be set up to hold or acquire shares for awards.
The company may terminate the scheme at any time via ordinary resolution, after which no further grants can be made, though vested or outstanding awards will remain governed by existing terms.
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