YesAsia Holdings Seeks Shareholders’ Nod to Revamp Post-IPO Option Scheme and Cut Mandate to 5 % of Shares

Bulletin Express
05/29

YesAsia Holdings (02209) has called an extraordinary general meeting (EGM) for 18 June 2026 to secure shareholder approval for two key items:

1. Overhaul of Post-IPO Share Option Scheme • Eligible participants to expand from employees and directors to three categories: – Employee Participants (directors and staff); – Related Entity Participants (directors and staff of holding, fellow-subsidiary or associated companies); – Service Providers (long-term agents, distributors, contractors, suppliers, advisers, consultants and other recurring service providers, but excluding placing agents, fund-raising advisers, auditors and valuers). • Introduction of a Service Provider sub-limit capped at 1 % of issued shares (excluding treasury shares) as at the amendment date. • Overall scheme mandate limit reduced to 5 % of issued share capital (excluding treasury shares) on the amendment date, replacing the original 10 % cap set at listing. • Minimum vesting period set at 12 months; shorter periods permitted only for specific employee cases subject to remuneration committee approval. • Clarification that each new option granted after the amendment will entitle the holder to subscribe for one share (existing outstanding options continue on a one-option-to-ten-shares basis). • Options may be settled with newly issued shares, treasury shares or existing shares, and a claw-back mechanism is incorporated.

2. Refreshment of Scheme Mandate Limit • With 418.30 million shares outstanding as of 13 May 2026, the refreshed 5 % limit would allow the issue or transfer of up to 20.92 million shares under the revised scheme. • Any fresh grant above this ceiling within three years would require separate shareholder approval.

Approval Process • All amendments, the refreshed mandate and the new Service Provider sub-limit require ordinary resolutions at the EGM and subsequent Stock Exchange clearance. • No shareholder is required to abstain from voting on these resolutions.

Context Since listing in July 2021, YesAsia Holdings has almost fully utilised its original 10 % scheme limit, with 34.91 million shares (8.35 % of issued share capital) already underlying outstanding options and only 1.34 million shares remaining available for future grants. The board views the revisions as necessary to align the scheme with updated Listing Rule Chapter 17 requirements and to retain flexibility for incentivising key contributors while limiting shareholder dilution.

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