REF Holdings Limited has issued a circular proposing the adoption of a New Share Option Scheme and has called an extraordinary general meeting (EGM) for 29 June 2026 at 11:00 a.m. in Hong Kong.

Key points

• New scheme replaces 2015 plan – The Company’s 2015 Share Option Scheme expired on 12 August 2025; all options previously granted have lapsed. – The proposed New Share Option Scheme is designed to align with the amended Chapter 17 of the Hong Kong Listing Rules that took effect on 1 January 2023.

• Mandate scope – Initial Scheme Mandate Limit set at 30.72 million shares, representing 10% of the 307.20 million issued shares (excluding treasury shares) as at 8 June 2026. – Future refresh of the mandate cannot occur within three years without independent shareholder approval.

• Eligible participants – Employee Participants: directors (including independent non-executive directors) and all employees of REF Holdings and its subsidiaries. – Related Entity Participants: directors and employees of the Company’s holding companies, fellow subsidiaries or associated companies. – Options are personal, non-transferable and generally subject to a minimum vesting period of 12 months, with limited exceptions (e.g., make-whole grants to new hires, death or disability).

• Option terms – Exercise price will be the highest of: (i) the closing price on the offer date, (ii) the average closing price of the five preceding trading days, and (iii) the nominal value of the shares. – Option period capped at 10 years. – The Board may impose performance targets and claw-back provisions case-by-case.

• Conditions precedent – Shareholder approval at the 29 June 2026 EGM. – Listing approval for underlying shares from Hong Kong Exchanges and Clearing.

• Governance and safeguards – Grants to directors, chief executive or substantial shareholders require independent non-executive director approval; grants exceeding 0.1% of issued shares in 12 months need separate shareholder approval. – Grants exceeding 1% of issued shares to any single participant within 12 months require shareholder approval.

• EGM logistics – Shareholders registered by 4:00 p.m. on 23 June 2026 are eligible to vote. – The register of members will be closed from 24 June to 29 June 2026 (both days inclusive).

Board view

The Board considers the New Share Option Scheme essential for recognising contributions, attracting and retaining talent, and aligning participant interests with long-term shareholder value. Directors unanimously recommend shareholders to approve the proposal at the forthcoming EGM.