The Bank of East Asia, Limited (“Bank”) released the full rules for its Staff Share Option Scheme 2026, setting the framework for long-term equity-based incentives for employees and senior management.
Key terms
1. Effective date and term • The scheme will take effect upon shareholder approval at the 8 May 2026 AGM and Stock Exchange approval for listing the new shares. • It will remain effective for 10 years from the adoption date; no new options can be granted after that period, although previously granted options can still be exercised.
2. Participant scope • Eligible persons include full-time or part-time employees, executive directors and chief executives of the Bank and its subsidiaries. • Grants to executive directors, chief executives or substantial shareholders (and their associates) require approval by independent non-executive directors; additional shareholder approval is required if aggregate grants exceed 0.1 % of issued shares within 12 months.
3. Share issuance limits • The aggregate number of new shares issuable under this scheme and any other employee share schemes is capped at 5 % of the Bank’s issued share capital (excluding treasury shares) as at the adoption date (“Scheme Mandate Limit”). • The limit can be refreshed by shareholders, subject to a maximum of 5 % of the then-issued share capital and compliance with Listing Rules. • Any individual whose cumulative grants exceed 1 % of issued shares in a 12-month period requires separate shareholder approval.
4. Grant and exercise mechanics • The Board has full discretion over participant selection, grant size and vesting conditions; no acceptance fee is payable. • The exercise price will be no lower than (i) the closing price on the grant date or (ii) the average closing price for the five preceding business days, whichever is higher. • Options are personal, non-transferable and must be accepted within 14 days of the offer.
5. Vesting, exercise period and clawback • Standard vesting: up to one-third after each of the first, second and third anniversaries of the grant date, with a minimum vesting period of 12 months. • Each vested tranche is exercisable for up to five years from its vesting date. • Vesting is subject to performance conditions and a malus & clawback framework covering mis-statement of results, misconduct, risk outcomes or fraud. Exercised options found to breach these conditions can be subject to repayment of realised gains.
6. Lapse and termination events • Options lapse on expiry of their exercise period or upon events such as resignation, dismissal for cause, bankruptcy, or unremedied breaches of scheme conditions. • Special provisions allow accelerated vesting or extended exercise windows in cases of death, disability, retirement, takeover offers or proposed winding-up. • The Board or shareholders may terminate the scheme at any time; no further options will be granted thereafter.
7. Adjustments and administration • Option terms (exercise price and quantity) will be adjusted for corporate actions such as capitalisation issues, rights issues, sub-divisions, consolidations or capital reductions, subject to certification by the Bank’s auditor or an independent financial adviser. • The Board retains broad authority to interpret, amend and administer the scheme, subject to shareholder approval for material changes in line with Listing Rule requirements.
The Staff Share Option Scheme 2026 is designed to align employee interests with shareholder value, support talent retention and reward long-term performance, while embedding regulatory safeguards and rigorous corporate governance controls.