DIRECTEL Holdings Limited has adopted a new share option scheme, effective upon shareholder approval at the 2026 annual general meeting and subject to Hong Kong Stock Exchange (HKEX) listing approval.

Key parameters

• Purpose and term: The scheme is intended to reward and motivate directors, employees and related-entity participants, and to align their interests with those of shareholders. It will be in force for 10 years from the adoption date.

• Option life: Each option may be exercised during a period not exceeding 10 years from its grant date. A minimum 12-month vesting period applies, except for specified cases such as “make-whole” awards to new hires, performance-based grants or early termination events.

• Exercise price: To be set by the board at no less than (i) the closing price on the grant date, (ii) the five-day average closing price preceding the grant date, and (iii) the nominal value of a share.

• Scheme limit: The aggregate number of new shares that may be issued under this scheme and any other option or award plans is capped at 10% of DIRECTEL’s issued share capital (treasury shares excluded) on the adoption date. The limit can be refreshed by shareholder approval after three years, or sooner subject to GEM Listing Rules.

• Individual limit: Options granted to any single participant within any 12-month period may not exceed 1% of the company’s issued share capital on the relevant grant date, unless separate shareholder approval is obtained.

• Grants to core connected persons: Awards to directors, chief executive, substantial shareholders, or their associates require independent non-executive director approval. Grants exceeding 0.1% of issued shares in any 12-month period to an independent non-executive director or substantial shareholder (or associates) need disinterested shareholder approval via poll.

• Clawback and cancellation: The board may cancel or claw back unexercised options in cases such as misconduct, termination for cause, or material misstatement of results. Any cancellation counts toward the scheme limit, while options lapsed under scheme rules do not.

• Adjustment mechanics: In the event of share consolidation, subdivision, capitalisation, rights issue or similar corporate actions, both exercise price and option quantity will be adjusted to preserve participants’ proportionate equity interests, subject to auditor or independent adviser confirmation.

• Termination: Shareholders may terminate the scheme at any time; outstanding options remain exercisable under existing terms.

Administration

The board administers the plan and may delegate responsibilities, though ultimate authority remains with directors. The company may satisfy exercises through newly issued or treasury shares, in line with regulatory constraints.

The scheme is governed by Hong Kong law, and all material details will be disclosed in DIRECTEL’s annual and interim reports in accordance with GEM Listing Rules.