Ellipsiz Ltd Extraordinary General Meeting 2025: Major Share Schemes Approved

Overview

Ellipsiz Ltd held its Extraordinary General Meeting (EGM) on 28 October 2025 at Orchid Country Club in Singapore. The meeting was attended by the full Board of Directors, key management, the company secretary, auditors, legal counsel, share registrar, and scrutineer, as well as shareholders and their proxies.

Key Highlights and Resolutions Passed

• Adoption of Two New Equity-Based Remuneration Schemes:
  • Ellipsiz Share Option Scheme 2025: This scheme allows selected employees of Ellipsiz Ltd, its subsidiaries, and associated companies to be granted options to subscribe for shares. It aims at employee recognition and retention without requiring cash outflows.
  • Ellipsiz Performance Share Plan 2025: This plan provides for awards of shares to selected employees based on achievement of performance targets, aligning employee interests with shareholder value.
• Authority to Grant Options at Discount:
  • The Remuneration Committee and/or Directors are authorised to grant options under the Share Option Scheme 2025 at up to a 20% discount to market price, in line with Singapore Exchange regulations.
• Strong Shareholder Support:
  • All three key resolutions passed with overwhelming majorities, with about 98% of votes cast in favour.

Details of the Schemes

• Eligibility: Only executive directors and employees of the company, subsidiaries, and associated companies are eligible. Non-executive directors, controlling shareholders, and their associates are excluded.
• Duration and Vesting:
  • Both schemes have a duration of 10 years.
  • For options granted at market price, the exercise period starts after the first anniversary of the grant date.
  • For options granted at a discount, the exercise period starts after the second anniversary.
• Purpose and Rationale:
  • The Board and management emphasised the importance of these schemes in motivating and retaining staff, attracting new talent, and aligning employee interests with shareholders. Options are seen as more suitable for retention, while performance shares directly reward achievement of performance targets.
• Voting Process: Real-time voting was conducted both in person and via verified proxy forms, with professional scrutineers ensuring accuracy.

Shareholder Concerns and Management Response

• Dilution Risk: Multiple shareholders raised concerns about the possible dilutive effect of issuing new shares under these schemes. The Board acknowledged these concerns and affirmed their intention to remain mindful of dilution impacts.
• Alternative Reward Structures: Some shareholders suggested using treasury shares instead of issuing new shares to employees. While this view was noted, the Board did not commit to any changes.
• Scheme Timing: One shareholder suggested deferring the option scheme until the planned egg farm commenced operations, arguing that the share price would then better reflect company value. The Board reiterated the strategic importance of implementing both schemes now.
• Flexibility and Market Competitiveness: The Board and management highlighted the need for flexibility in remuneration packages to remain competitive in the job market.

Poll Results of Resolutions

Potential Price Sensitive Factors

• Employee Incentivisation and Retention: The approval of substantial equity-based incentive schemes could enhance Ellipsiz Ltd’s ability to attract and retain top talent, which may support future growth and profitability.
• Future Dilution: The implementation of these schemes could lead to increased issuance of shares, potentially diluting existing shareholders’ holdings over time. This is an important factor for investors to monitor.
• Alignment of Employee and Shareholder Interests: By tying employee rewards to share price and performance, these schemes may drive improved financial results and share price appreciation, benefiting shareholders.
• Regulatory Compliance: The schemes comply with Singapore Exchange rules, including limits on option pricing.

Conclusion

The EGM marks a significant step in Ellipsiz Ltd’s human capital strategy, with the adoption of two major equity incentive schemes and clear shareholder support. These measures are designed to foster employee engagement, performance, and long-term company growth, but come with the potential for future share dilution. Investors should closely track the implementation and impact of these schemes, especially as the company moves forward with its operational plans.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult professional advisors before making investment decisions. The views expressed herein are based on publicly available information and may be subject to change.

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