Vobile Group Sets 26 June 2026 AGM; Seeks New 10% Share Mandates and Adoption of Comprehensive Share Incentive Plan

Bulletin Express05-29

• Vobile Group will convene its annual general meeting (AGM) on 26 June 2026 in Hong Kong. Key items on the agenda include director re-elections, renewal of share mandates, auditor re-appointment and the roll-out of a new equity-based incentive scheme.\n\n• Board Composition: Independent non-executive directors Alfred Tsai Chu, Charles Eric Eesley and Kwan Ngai Kit stand for re-election. All three currently sit on the audit, remuneration and nomination committees.\n\n• Capital Management: The board proposes two refreshed mandates—\n • Share Repurchase Mandate allowing on-market buybacks of up to 10% of issued shares (excluding 1.45 million treasury shares) during the mandate period.\n • Share Issue Mandate authorising issuance of new shares equivalent to 20% of issued capital, with a further extension equivalent to the number of shares repurchased under the buyback mandate.\n\n• Incentive Framework: Management seeks shareholder approval to terminate the 2017 Post-IPO Share Option Scheme and adopt a broader Share Incentive Plan that meets updated Listing Rule requirements.\n • Plan Mandate Limit: New shares issuable under the plan and any other employee schemes capped at 10% of issued capital on the adoption date (approximately 259.29 million shares).\n • Service Provider Sublimit: Grants to external service providers capped at 1% of issued capital (approximately 25.93 million shares).\n • Instruments: Awards may take the form of share awards, share options or share appreciation rights, each subject to a minimum 12-month vesting period with limited exceptions.\n • Plan Term: 10-year duration from 26 June 2026.\n\n• Outstanding Equity: As of 28 May 2026, 165.33 million options remain outstanding under the current scheme; these will continue under existing terms after scheme termination.\n\n• Auditor: The board recommends re-appointing Ernst & Young for the 2026 financial year, with an estimated audit fee of HK$5.00 million.\n\n• Shareholders of record by 22 June 2026 are entitled to vote; proxy forms must be lodged by 24 June 2026.

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