THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Pacific Basin Shipping Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Pacific Basin Shipping Limited

(incorporated in Bermuda with limited liability)

(Stock Code: 2343)

DECLARATION OF FINAL DIVIDEND, RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES, ADOPTION OF A NEW SHARE AWARD SCHEME, NEW SCHEME SHARES MANDATE AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2025 annual general meeting (the "AGM") of Pacific Basin Shipping Limited to be held on Friday, 25 April 2025 at 10:00 a.m. or any adjournment thereof by means of an online virtual meeting is set out on pages 48 to 53 of this circular. Whether or not you are able to attend the online AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM, or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending the online AGM and participating in the online voting, or any adjournment thereof should you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked. The Company will be conducting the AGM by way of an online virtual meeting only. Shareholders and/or their proxies will NOT be able to attend the AGM in person.

2 April 2025

Page

DEFINITIONS 1

GUIDANCE NOTES FOR JOINING THE ANNUAL GENERAL MEETING 5

LETTER FROM THE BOARD 7

INTRODUCTION 7
DECLARATION OF FINAL DIVIDEND (RESOLUTION 2 AS PER NOTICE) AND BOOK CLOSURE. 8
RE-ELECTION OF DIRECTORS (RESOLUTION 3 AS PER NOTICE). 8
GENERAL MANDATE TO ISSUE SHARES (RESOLUTION 5 AS PER NOTICE). 10
GENERAL MANDATE TO BUY BACK SHARES (RESOLUTION 6 AS PER NOTICE). 11
ADOPTION OF A NEW SHARE AWARD SCHEME AND APPROVAL OF THE NEW SCHEME SHARES MANDATE (RESOLUTION 7 AS PER NOTICE). 12
PRINCIPAL BUSINESS OF THE GROUP 18
VOTING BY POLL 18
NOTICE OF ANNUAL GENERAL MEETING 18
RESPONSIBILITY STATEMENT. 19
RECOMMENDATION. 19
GENERAL INFORMATION 19

APPENDIX I - PARTICULARS CONCERNING DIRECTORS TO BE RE-ELECTED 20

APPENDIX II - EXPLANATORY STATEMENT. 29

APPENDIX III - MOVEMENTS OF AWARDS UNDER THE 2013 SHARE AWARD SCHEME AND 2023 SHARE AWARD SCHEME 34

APPENDIX IV - SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME 35

APPENDIX V - NOTICE OF ANNUAL GENERAL MEETING 48

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

“2013 Share Award Scheme” the share award scheme adopted by the Company on 28 February 2013 (as supplemented by the Company’s announcement in relation thereto dated 28 March 2013), the term of which expired on 28 February 2023

“2023 Share Award Scheme” the share award scheme adopted by the Company on 31 July 2023 (and extended for 12 months as disclosed in the Company’s announcement dated 9 July 2024), the term of which will expire on the earlier of (i) 31 July 2025, (ii) the date of adoption of the New Scheme, and (iii) such earlier date of termination as the Board may determine

“AGM” the 2025 annual general meeting of the Company to be held on Friday, 25 April 2025 at 10:00 a.m. or any adjournment thereof by means of an online virtual meeting, notice of which is set out in Appendix V to this circular

“associate” has the meaning ascribed thereto in the Listing Rules

“Associated Companies” means, in relation to a company, any body corporate or other entity whose results are recorded in that company’s financial statements using the equity method of accounting

“Awards” include restricted share awards and restricted unit awards, which are awards granted under the 2013 Share Award Scheme or the 2023 Share Award Scheme, subject to the terms and conditions thereof respectively, or awards which may be granted under the New Scheme if the New Scheme is adopted by the Shareholders at the AGM

“Board” the board of Directors or a duly authorised committee thereof

“business day” any day on which the Stock Exchange is open for the business of dealing in securities

“Buy-back Mandate” the general and unconditional mandate enabling the Company to buy back Shares not exceeding 10% of the total number of issued Shares (excluding treasury shares (if any)) as at the date of passing the relevant resolution for approving such general mandate

“Bye-laws” or “Existing Bye-laws” the existing third amended and restated bye-laws of the Company adopted on 19 April 2024

“CCASS” The Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

DEFINITIONS

“chief executive”	has the meaning ascribed to it in the Listing Rules
“close associate(s)”	has the meaning ascribed thereto in the Listing Rules
“Companies Act”	the Companies Act 1981 of Bermuda (as amended from time to time)
“Company” or
“Pacific Basin”	Pacific Basin Shipping Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange
“core connected person(s)”	has the meaning ascribed thereto in the Listing Rules
“Director(s)”	the director(s) of the Company
“Dividend Equivalent”	means, in relation to any Award, an amount equal in value to the dividends attributable to the number of Shares subject to that Award
“Eligible Participant”	means any (a) Employee Participant, or (b) Related Entity Participant
“Employee Participant”	means any director or employee of, or any person who has accepted an employment offer from, or who is being granted Awards as an inducement to enter into employment contract with, any member of the Group, but, for the avoidance of doubt, excludes non-executive Directors and INEDs irrespective of whether they have entered into an employment contract with any member of the Group
“Grantee”	means any Eligible Participant who accepts an offer for the grant of an Award in accordance with the terms of the New Scheme or (where the context so permits) the Personal Representatives (as defined in the New Scheme) of such Eligible Participant
“Group”	the Company and its subsidiaries
“HK$” and “cents”	Hong Kong dollars and cents respectively, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China
“INED(s)”	the independent non-executive Director(s)

DEFINITIONS

"Issue Mandate"	the general and unconditional mandate enabling the Company to allot, issue and deal with the Shares not exceeding 10% of the total number of issued Shares (excluding treasury shares (if any)) as at the date of passing the relevant resolution for approving such general mandate
"Latest Practicable Date"	26 March 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"NED(s)"	the non-executive Director(s)
"New Scheme"	the new share award scheme which is proposed to be adopted by the Company, the principal terms of which are set out in Appendix IV of this circular
"Nomination Committee"	the nomination committee of the Company
"Notice"	the notice of the AGM as set out in Appendix V to this circular
"Performance Share Unit Award"	means an award, the vesting of which is subject to meeting performance target to be determined by the Board when the Offer is made, including but not limited to delivering strategic priorities, business results and achieving sustainability goals
"Related Entity"	means the Associated Companies of the Company
"Related Entity Participants"	means any director or employee of the Related Entity
"Remuneration Committee"	the remuneration committee of the Company
"Restricted Share Award"	means Shares held in the name of or for the benefit of a Grantee in accordance with the Restricted Share Award Agreement under the New Scheme
"Restricted Unit Award"	means a conditional right to acquire Shares granted under the New Scheme
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)
"Share(s)"	ordinary Share(s) of US$0.01 each in the Share capital of the Company

DEFINITIONS

“Shareholder(s)”	holders of Share(s) in issue
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Substantial Shareholder”	has the meaning ascribed to it in the Listing Rules
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission, as amended from time to time
“treasury shares”	has the meaning ascribed to it under the Listing Rules
“Trustee”	means such persons as the Company may from time to time appoint as the trustee of any employee trust
“US$”	United States dollars, the lawful currency of the United States
“%”	per cent

GUIDANCE NOTES FOR JOINING THE ANNUAL GENERAL MEETING

ONLINE AGM

The AGM will be held as an online meeting, whereby Shareholders can attend, participate and vote at the AGM through an online platform (the "Online Platform").

ATTENDING THE AGM BY MEANS OF ELECTRONIC FACILITIES

Each set of Shareholder login details can be used on one electronic device (either smartphone, tablet device or computer) at a time only.

If Shareholders experience any technical difficulties or require assistance while using the Online Platform, please contact the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited ("Computershare") at (852) 2862 8688 from 9:00 a.m. until the end of the AGM (Hong Kong time) on the date of the AGM.

Shareholders' votes on the proposed resolutions cannot be recorded at, or taken by, Computershare's service hotline.

In the event of Shareholders have any concerns or issues attending the Online Platform, Shareholders are encouraged to appoint the chairman of the AGM as your proxy to exercise your voting rights.

The Online Platform will be open to registered Shareholders (the "Registered Shareholders") and non-registered Shareholders (the "Non-Registered Shareholders") (see below for login details and arrangements) to log in approximately 30 minutes prior to the commencement of the AGM and can be accessed from any location with connection to the internet with a smartphone, tablet device or computer.

Shareholders attending the AGM using the Online Platform are expected;

(i) to have a reliable and stable internet connection that can support audio live streaming;

(ii) to be able to follow the AGM proceedings in order to cast the votes and submit questions online;

(iii) if for any reasons the internet connection is lost or interrupted, it may affect the ability of the Shareholders to follow the AGM proceedings; and

(iv) any missed contents as a result of connection issues arise from the Shareholders will not be repeated.

GUIDANCE NOTES FOR JOINING THE ANNUAL GENERAL MEETING

Login details for Registered Shareholders

Details regarding the arrangements of the AGM, including login details to access the Online Platform and online voting, are included in the Company’s notification letter to Registered Shareholders to be despatched on Wednesday, 2 April 2025.

Login details for Non-Registered Shareholders

Non-Registered Shareholders who wish to attend and participate in the AGM using the Online Platform should liaise with your bank(s), broker(s), custodian(s), nominee(s) or HKSCC Nominees Limited through which your shares are held (collectively, the “Intermediaries”) as soon as possible and provide your email addresses to your Intermediaries. Details regarding the arrangements of the AGM, including login details to access the Online Platform and online voting, will be sent by Computershare to the email addresses provided by the Non-Registered Shareholders.

Our step-by-step “Online User Guide for the Annual General Meeting to be held on Friday, 25 April 2025” can be found on “AGM” under “Investors” section on the Company’s website (www.pacificbasin.com).

QUESTIONS RELATING TO THE ARRANGEMENTS OF AN ONLINE AGM

For enquiries, please contact Computershare in person, by phone or online form:

Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre
183 Queen’s Road East
Wanchai, Hong Kong
Telephone: (852) 2862 8688
Website: www.computershare.com/hk/contact

LETTER FROM THE BOARD

Pacific Basin Shipping Limited

(incorporated in Bermuda with limited liability)

(Stock Code: 2343)

Executive Director:
Martin Fruergaard

Independent Non-Executive Directors:
Irene Waage Basili
Stanley Hutter Ryan
Kirsi Kyllikki Tikka
John Mackay McCulloch Williamson
Kalpana Desai
Wang Xiaojun Heather

Non-Executive Directors:
Alexander Howarth Yat Kay Cheung
Mats Henrik Berglund

Registered Office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda

Hong Kong Principal Office:
31/F One Island South
2 Heung Yip Road
Wong Chuk Hang
Hong Kong

2 April 2025

To Shareholders,

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with the Notice of the AGM to be convened for the purpose of considering and, if thought fit, passing seven ordinary resolutions to approve, among other things, the declaration of final dividend, the re-election of Directors, the grant of general mandates to issue and to buy back Shares, the adoption of the New Scheme and the grant of a mandate to issue new Shares under the New Scheme.

LETTER FROM THE BOARD

2. DECLARATION OF FINAL DIVIDEND (RESOLUTION 2 AS PER NOTICE) AND BOOK CLOSURE

The Board has recommended a final dividend of HK$5.1$ cents per Share for the year ended 31 December 2024 and if such final dividend is approved by the Shareholders at the AGM, it is expected to be paid on or about 16 May 2025 to those Shareholders whose names appear on the register of members of the Company on 7 May 2025.

The register of members of the Company will be closed on 7 May 2025 when no transfer of Shares will be effected. In order to qualify for the proposed final dividend, Shareholders should ensure that all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on 6 May 2025. The ex-dividend date for the final dividend will be on 2 May 2025.

3. RE-ELECTION OF DIRECTORS (RESOLUTION 3 AS PER NOTICE)

In accordance with Bye-laws 84(1) and 84(2), at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director shall be subject to retirement at least once every three years, and a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the said meeting at which he/she retires.

In relation to resolution 3 in the Notice regarding re-election of Directors, INEDs Mrs. Irene Waage Basili, Dr. Kirsi Kyllikki Tikka and NED Mr. Alexander Howarth Yat Kay Cheung will retire at the AGM by rotation pursuant to the Bye-laws. In addition, INEDs Ms. Kalpana Desai and Ms. Wang Xiaojun Heather (both newly appointed by the Board in February 2025), shall hold office until the AGM and will retire at the AGM pursuant to the Bye-law 83(2). All retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Pursuant to the code provision B.2.3 of the Corporate Governance Code as set out in Part 2 of Appendix C1 to the Listing Rules, any further appointment of an INED serving more than 9 years should be subject to a separate resolution to be approved by the Shareholders.

Mrs. Basili was appointed as an INED on 1 May 2014. As Mrs. Basili has served the Company for more than nine years, a separate resolution will be proposed for her re-election at the AGM. The Nomination Committee has reviewed and considered the relevant independence assessment guidelines set out in Rule 3.13 of the Listing Rules and formed the view that, during her tenure, Mrs. Basili was not involved in the daily management of the Company nor in any relationship or circumstances which would materially interfere with her exercise of independent judgement. Mrs. Basili has extensive experience in shipping industry which is relevant to the Group’s business, enabling her to provide objective views and valuable guidance to the Group’s strategy and business development over the years.

LETTER FROM THE BOARD

Having considered the background, skills, knowledge and experience of Mrs. Basili, as well as the Board's current composition and the benefit of diversity, the Nomination Committee is of the view that she is able to bring invaluable contribution to the Company, and therefore made the nomination to the Board in accordance with the Nomination Policy and the Board Diversity Policy. Mrs. Basili who is a member of the Nomination Committee abstained from voting at the Nomination Committee meeting when her own nomination was being considered. The Nomination Committee and the Board consider Mrs. Basili to be independent notwithstanding her length of service.

Dr. Tikka holds cross-directorship with NED Mr. Mats Henrik Berglund since they both serve on the Board and as non-executive directors at Ardmore Shipping Corporation. Given that each of Dr. Tikka and Mr. Berglund occupies a non-executive role in both companies and holds less than 1% of the total number of issued shares (excluding treasury shares (if any)) in both companies, the Board considers that such cross-directorship would not undermine Dr. Tikka's independence with respect to her directorship at the Company. Ardmore Shipping Corporation is a third party independent of the Company and its connected persons.

Saved as disclosed, none of the above Directors to be re-elected has any relationship with any of the other Directors, senior management or substantial or controlling Shareholders of the Company. Under resolution 3, the re-election of Directors will be individually voted on by the Shareholders.

The biographical details of the Directors to be re-elected at the AGM are set out in Appendix I to this circular.

For the information of the Shareholders, the Board selects INEDs based on their qualifications, experience and ability to contribute to the Group's affairs, and of overriding importance is their independent mindset, which constructively challenges management's views. Although some INEDs may not have a shipping background, their familiarity with the business and the industry over the years has enabled them to manage risk effectively and add diverse skills and perspectives to the Board. Independence from executive management is particularly crucial as the Group has no controlling Shareholder. Continuity of the INEDs provides stability to the Board's decision-making process, compensating for any turnover in the executive management team. The Board believes that the long tenure of an INED does not compromise their independence but instead brings significant positive qualities and board dynamic for succession planning. However, the Board recognises the importance of succession to balance deep understanding of the Group's business with fresh ideas and perspectives. This is manifested by the appointment of two new INEDs in February 2025. The Board will continue to periodically seek new INEDs to sustain its source of independent views.

The Board also recognises that the emoluments of the INEDs and NEDs should not be tied to the performance of the Group, and hence it has not granted, and has no intention to grant, any awards to them.

LETTER FROM THE BOARD

4. GENERAL MANDATE TO ISSUE SHARES (RESOLUTION 5 AS PER NOTICE)

Reference is made to the announcement of the Company dated 28 February 2025 in relation to the implementation of a share buy-back program (the "Share Buy-back Program") for the period from 3 March 2025 to 31 December 2025 (both days inclusive). The Share Buy-back Program will be implemented through the exercise of the power of the Board under the existing Buy-Back Mandate and the Buy-back Mandate proposed to be granted by the Shareholders at the forthcoming AGM. Pursuant to the Share Buy-back Program, the maximum amount of funds to be applied for the Share buy-back is US$40,000,000 (equivalent to approximately HK$312,000,000). For the purpose of illustration only, if US$40,000,000 is fully utilised and based on the closing price of the Shares on the Latest Practicable Date of HK$1.74, a maximum of 179,310,344 Shares could be repurchased. All Shares bought back by the Company under the Share Buy-back Program will be cancelled.

At the last annual general meeting of the Company held on 19 April 2024, an ordinary resolution was passed to grant a general and unconditional mandate to the Directors to allot, issue and deal with additional Shares up to a limit of 10% of the total number of issued Shares as at 19 April 2024, which amounted to 526,382,305 Shares. No Shares have been issued pursuant to the Issue Mandate as at the Latest Practicable Date.

As the existing Issue Mandate of 526,382,305 is going to expire at the conclusion of the AGM, the Directors believe that it is in the best interests of the Company and the Shareholders as a whole to renew the Issue Mandate. Accordingly, an ordinary resolution will be proposed at the AGM, which will give the Directors a general mandate to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares) of up to 10% of the total number of issued Shares (excluding treasury shares (if any)) as at the date of the passing of the relevant resolution, which if passed shall be 25 April 2025, provided that any Shares to be allotted and issued pursuant to the Issue Mandate shall not be issued at a discount of more than 10% to the benchmarked price of the Shares (which shall be a price which is the higher of (i) the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the date of the relevant agreement involving the proposed issue of Shares; or (ii) the average closing price of the Shares as stated in the Stock Exchange's daily quotations sheet for the five trading days immediately preceding the earlier of (a) the date of the relevant agreement involving the proposed issue of Shares; or (b) the date of announcement of the transaction or arrangement involving the proposed issue of Shares; or (c) the date on which the price of the Shares to be issued is fixed). As at the Latest Practicable Date, the Company did not hold any treasury shares and has no intention to hold any treasury shares.

As at the Latest Practicable Date, the total number of issued Shares is 5,136,990,146, of which 10,198,000 Shares bought back during the period from 19 March 2025 to 26 March 2025 will be cancelled subsequently. Assuming such 10,198,000 Shares will be fully cancelled and that there is no change in the total number of issued Shares (i.e. no further Shares are allotted and issued or bought back pursuant to the Share Buy-back Program by the Company) between the Latest Practicable Date and the date of the AGM, the maximum number of Shares which may be issued pursuant to the Issue Mandate will be 512,679,214 Shares.

The Company has no immediate plan to issue and allot any new Shares pursuant to the Issue Mandate as at the Latest Practicable Date.

The full text of the ordinary resolution to be proposed at the AGM in relation to the Issue Mandate is set out in resolution 5 in the Notice set out on pages 48 to 53 of this circular.

LETTER FROM THE BOARD

5. GENERAL MANDATE TO BUY BACK SHARES (RESOLUTION 6 AS PER NOTICE)

At the last annual general meeting of the Company held on 19 April 2024, an ordinary resolution was passed to grant a general and unconditional mandate to the Directors to buy back Shares on the Stock Exchange of up to 10% of the total number of issued Shares as at 19 April 2024. During the period from 7 May 2024 to 26 March 2025 the Company bought back a total of 167,382,000 Shares pursuant to the existing Buy-back Mandate. All Shares bought back had been cancelled as at the Latest Practicable Date except for a total of 10,198,000 Shares bought back during the period from 19 March 2025 to 26 March 2025 which will be cancelled subsequently.

As the existing Buy-back Mandate is going to expire at the conclusion of the AGM, the Directors believe that the renewal of the Buy-back Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, an ordinary resolution will be proposed at the AGM which will give the Directors a general and unconditional mandate to exercise the powers of the Company to buy back Shares at any time until the earlier of (i) the conclusion of the next annual general meeting of the Company following the passing of such resolution; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Act or the Bye-laws to be held; or (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting, as stated in the ordinary resolution up to a maximum of 10% of the total number of issued Shares (excluding treasury shares (if any)) as at the date of passing of the relevant resolution, which if passed shall be 25 April 2025.

As at the Latest Practicable Date, the total number of issued Shares is 5,136,990,146, of which 10,198,000 Shares bought back during the period from 19 March 2025 to 26 March 2025 will be cancelled subsequently. Assuming such 10,198,000 Shares will be fully cancelled and that there is no change in the total number of issued Shares (i.e. no further Shares are allotted and issued or bought back pursuant to the Share Buy-back Program by the Company) between the Latest Practicable Date and the date of the AGM, the maximum number of Shares which may be bought back pursuant to the Buy-back Mandate will be 512,679,214 Shares.

Save for any repurchase made under the Share Buy-back Program, the Company has no immediate plan to repurchase any Shares pursuant to the Buy-back Mandate as at the Latest Practicable Date.

The explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to provide the Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution approving the Buy-back Mandate is set out in Appendix II to this circular.

The full text of the ordinary resolution to be proposed at the AGM in relation to the Buy-back Mandate is set out in resolution 6 in the Notice set out on pages 48 to 53 of this circular.

LETTER FROM THE BOARD

6. ADOPTION OF A NEW SHARE AWARD SCHEME AND APPROVAL OF THE NEW SCHEME SHARES MANDATE (RESOLUTION 7 AS PER NOTICE)

The Company’s 2013 Share Award Scheme expired in accordance to its terms in February 2023. In order for the Company to maintain a share award program, the Board adopted the 2023 Share Award Scheme on 31 July 2023.

While the 2013 Share Award Scheme allowed the Company to satisfy Awards by issuing and allotting new Shares and by purchasing existing Shares, the Awards granted under the 2023 Share Award Scheme can only be satisfied by existing Shares purchased by the Trustee. In addition, the 2023 Share Award Scheme will expire on the earlier of, among others, (i) 31 July 2025, and (ii) the date of adoption by the Shareholders in general meeting a new share award scheme that may involve the issuance of new Shares pursuant to Chapter 17 of the Listing Rules.

Accordingly, the Board proposes to adopt the New Scheme which will be funded by both existing Shares purchased by Trustee and new Shares to be issued and allotted. The Board acknowledges the concern of some Shareholders with respect to possible dilution of their shareholding interest resulting from the issuance of new Shares to satisfy Awards, and it is also desirous of updating its share award program to align it with evolving international general or best practices. Therefore, it has proposed to introduce the following key features in the New Scheme:

i) To approve a mandate for the allotment and issuance of new Shares not exceeding 5% of the number of Shares in issue (excluding treasury Shares) (rather than the full 10% as permitted by the Listing Rules) as at the date of the AGM to satisfy the Awards to be granted under the New Scheme which has a term of ten years (the “Scheme Mandate”).

ii) To limit the issuance of new Shares to satisfy Awards in any financial year to a maximum of 0.5% of the number of Shares in issue (excluding treasury Shares) at the beginning of that financial year.

iii) The Company does not hold any treasury Shares as at the Latest Practicable Date and the New Scheme does not allow the use treasury Shares to satisfy Awards to be granted under it.

iv) To specifically exclude non-executive Directors and INEDs from eligibility for Awards.

v) To acknowledge market expectation of attaching performance target to the Awards granted by introducing Performance Share Unit Award, applicable to Directors (excluding non-executive Directors and INEDs who are not considered Employee Participants), chief executive of the Company, and other members of the management as the Remuneration Committee deems fit, under which the vesting of the Award is subject to meeting performance target to be determined by the Board when the offer of Awards is made, including but not limited to delivering strategic priorities, business results and achieving sustainability goals, in accordance with the principles established in the Company’s remuneration policy.

LETTER FROM THE BOARD

vi) To allow the Board and the Remuneration Committee the discretion to determine the period, if any, during which Shares transferred upon vesting of the Award shall be subject to restrictions on dealings and the terms of such restrictions (“holding requirement”) in accordance with the principles established in the Company’s remuneration policy.

vii) To introduce a clawback of vested Shares that are subject to holding requirement, if any, as well as unvested Shares, in the event of frauds, gross negligence, wilful or serious misconduct, material misstatement or omission in the financial statements, act of bankruptcy or criminal offence.

The adoption of the New Scheme is conditional upon the Shareholders approval at the AGM, and will not affect the Awards granted under the 2013 Share Award Scheme and 2023 Share Award Scheme. Details of movements of Awards under the 2013 Share Award Scheme and 2023 Share Award Scheme (on an aggregate basis) during the year ended 31 December 2024 are set out in Appendix III to this circular. While the 2013 Share Award Scheme has expired in February 2023, and the 2023 Share Award Scheme will expire if the New Scheme is adopted by the Shareholders at the AGM, such that no further Awards can be made under the 2013 Share Award Scheme and/or 2023 Share Award Scheme, all Awards granted prior to the expiration of the two schemes and not vested remain valid and will vest as per their vesting schedule unless they are cancelled or otherwise lapsed pursuant to the rules of the two schemes.

A summary of the principal terms of the New Scheme is set out in Appendix IV to this circular. The full terms of the New Scheme will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.pacificbasin.com for a period of not less than 14 days before the date of the AGM (including the date of the AGM) and can be inspected at the AGM.

Purpose

The purpose of the New Scheme is to enable the Company to grant Awards to selected participants as retention incentives or rewards for their contributions to the Group, to attract suitable personnel to enhance the development of the Group and to align the interests of the Grantees generally with those of the Shareholders for the benefit of the medium to long term development of the Group.

Participants

The Eligible Participants are (a) Employee Participants, i.e. any director or employee of, or any person who has accepted an employment offer from, or who is being granted Awards as an inducement to enter into employment contract with, any member of the Group, and (b) Related Entity Participant, i.e. any director or employee of the Associated Companies of the Company. For the avoidance of doubt, Employee Participants do not include non-executive Directors and INEDs irrespective of whether they have entered into an employment contract with any member of the Group.

LETTER FROM THE BOARD

The Company has not in the past made any awards to Related Entity Participants under the 2013 Share Award Scheme nor the 2023 Share Award Scheme. In fact, the Group does not have any material Associated Companies. However, as is fairly commonplace in the shipping industry, the Group may enter into joint ventures and/or hold a minority equity interest in entities that constitute Associated Companies of the Company which is considered important to the development of the Group's business. For example, the Group may in the future form or invest in one or more Associated Companies to own and/or manage and/or operate one or more vessels or engage in other maritime related businesses to expand the Group's reach and/or service coverage. The Group may therefore also recruit suitably qualified personnel to take up directorship and/or employment with the Associated Company whether as nominees of the Group or as an independent hire to develop the business of the Associated Company, which would contribute to the business and/or performance of the Group as a whole. Given that the Company has or will have significant interest in its Associated Companies and in line with the industry norm in the shipping industry, the Board (including the INEDs) consider it important for the Company to be able (if thought fit) to deploy Awards to attract, retain and/or incentivise appropriate directors and/or employees of such entities (being Related Entity Participants) in the same way as Employee Participants, so that the Related Entity Participants may also align their interest with the growth and performance of such entities as well as the Group. The Board (including the INEDs) therefore considers it appropriate for the New Scheme to allow Grants to be made to Related Entity Participants where appropriate.

In determining whether or not and to whom Awards are to be granted to any Grantee (whether an Employee Participant or a Related Entity Participant), the Board (and the Remuneration Committee) would take into account the job responsibilities, duties and scope, and performance of the individuals and the market demand for their skills, the prevailing market conditions, local market practice, salaries paid by comparable companies, the levels of emolument of existing staff of the Company, and whether and how an Award (taken together with vesting terms) can serve the purpose of the New Scheme with respect to the proposed Grantee.

Terms of the Awards

The Board has discretion to determine the terms to which the Award shall be subject, including (a) a minimum vesting period which shall not be less than 12 months saved in specified circumstances for Awards granted to Employee Participants, (b) the period, if any, during which Shares allotted and issued or transferred upon vesting of the Award shall be subject to restrictions on dealings, and the terms of such restrictions, and (c) the notification period, if any, to be given to the Company of any intended sale of Shares allotted and issued or transferred upon vesting of the Award.

The Board considers that it is appropriate in those limited and exceptional circumstances specified in the New Scheme (and disclosed in Appendix IV) to allow vesting periods of less than 12 months, since those circumstances are directly related to talent recruitment or retention, and/or related to other terms that effectively restricts the Grantee's Shares for at least 12 months, in line with the stated purpose of the New Scheme described above.

LETTER FROM THE BOARD

An Award may, as determined by the Board, be a Restricted Unit Award, a Restricted Share Award, or a Performance Share Unit Award, or a combination of these. The Company may choose to grant Restricted Unit Awards instead of Restricted Share Awards where it is appropriate to do so having regard to the tax, exchange control and/or securities laws applicable to the jurisdiction (outside Hong Kong) in which the relevant Grantee is located.

Performance Targets

As a way to further align the interest of senior management of the Company with the medium to long term development of the Group, the Board or Remuneration Committee may specify an Award as a Performance Share Unit Award, applicable to Directors (excluding non-executive Directors and INEDs who are not considered Employee Participants), chief executive of the Company, and other members of the management of the Company as the Remuneration Committee deems fit. Such Performance Share Unit Award come with specified performance targets to be satisfied before the Award can vest. The performance targets may include (but are not limited to) individual performance, operating, business and financial targets of the Group or segment(s) or member(s) of the Group, or other criteria such as the Grantee's contribution in delivering strategic priorities, business results and achieving sustainability goals of the Group. Performance will be assessed periodically or at the time of vesting and on an absolute basis (with a pre-established target) or a relative basis (such as relative to previous year's results). In each case, the Board or the Remuneration Committee may at its discretion determine the specific performance criteria and targets to be assessed in accordance with the principles established in the Company's remuneration policy as and when any Performance Share Unit Award is offered.

Clawback Mechanism

In the case of an Employee Participant, his Awards shall lapse automatically if he ceases to be an Employee Participant by reason of termination of employment on grounds entitling the employer to effect such termination without notice (including, but not limited to, if he has been guilty of fraud, gross negligence, wilful or serious misconduct, material misstatement or omission in the financial statements, or has committed any act of bankruptcy or has made any composition with his creditors generally or has been convicted of any criminal offence involving his integrity or honesty, or breach of the SFO or any other securities laws or regulations) whether pursuant to the terms of the contract of employment of the Grantee or otherwise, or a notice terminating the employment of such Employee Participant for such reason is in fact given, whichever is the earlier. Upon vesting of the Awards and within the period where the Shares issued or transferred to the Grantee are subject to restrictions on dealings, the Grantee is also liable to return the vested Shares (or their cash equivalent as at the time the Shares vested) if he ceases to be an Employee Participant for the reason mentioned in this paragraph above, or if he breaches the relevant restrictions on dealings.

LETTER FROM THE BOARD

In the case of a Related Entity Participant, his Awards shall lapse automatically on the occurrence of an event which, if he had been an employee of the Company, would have entitled the Company to terminate his employment without notice (including, but not limited to, if he has been guilty of fraud, gross negligence, wilful or serious misconduct, material misstatement or omission in the financial statements, or has committed any act of bankruptcy or has made any composition with his creditors generally or has been convicted of any criminal offence involving his integrity or honesty, or breach of the SFO or any other securities laws or regulations), or on the date on which the Related Entity Participant ceases to be a director or an employee of the Related Entity on grounds entitling the Related Entity to effect such termination without notice, or the date on which a notice terminating the employment or service for such reason is in fact given by the Related Entity, whichever is the earlier. Upon vesting of the Awards and within the period where the Shares issued or transferred to the Grantee are subject to restrictions on dealings, the Grantee is also liable to return the vested Shares (or their cash equivalent as at the time the Shares vested) upon the occurrence of an event mentioned in this paragraph above, or on the date on which the Related Entity Participant ceases to be a director or an employee of the Related Entity on the ground mentioned in this paragraph above, or if he breaches the relevant restrictions on dealings.

Subject to the below in respect of Performance Share Unit Award, the lapse of an Award shall not affect any Dividend Equivalent paid prior to the date of the lapse.

Scheme Limit

The Board shall not make any Award that may result in the total number of Shares awarded under the New Scheme (whether to be satisfied by existing Shares purchased by Trustee or by issuance and allotment of new Shares) exceed 10% of the Shares in issue (excluding treasury Shares) as at the adoption date of the New Scheme, and shall always be subject to the below limit on issuance of new Shares, namely the 5% Scheme Mandate and the 0.5% limit for any financial year.

If and to the extent that any Award is to be satisfied by the issuance and allotment of new Shares, such new Shares must be issued and allotted pursuant to any scheme mandate that may from time to time be approved by resolution of the Shareholders in general meeting in accordance with the requirements of the Listing Rules. In the interest of all our Shareholders, the Board is committed to limit the possible dilution of their shareholding interest resulting from the exercise of such scheme mandate to issue new Shares to satisfy Awards and has proposed to limit the scheme mandate to 5% of the number of Shares in issue (excluding treasury Shares) (rather than the full 10% as permitted by the Listing Rules) as at the date of the resolution for the New Scheme which has a term of ten years. Accordingly, the Company will seek the Shareholders' approval for the Scheme Mandate. Assuming there is no change in the number of

LETTER FROM THE BOARD

Shares in issue and all Shares bought back are fully cancelled between the Latest Practicable Date and the date of the AGM, the Scheme Mandate will authorise Directors to issue up to 256,339,607 new Shares, representing approximately 5% of the issued Shares (excluding treasury Shares) as at the Latest Practicable Date, to satisfy Awards under the New Scheme. Without prejudice to the above, the maximum number of new Shares to be issued or allotted under the New Scheme in any financial year shall not exceed 0.5% of the number of Shares in issue (excluding treasury Shares) at the beginning of that financial year.

The Company will apply to the Stock Exchange for the grant of listing of and permission to deal in the Shares to be issued by the Company to any Grantee pursuant to the terms and conditions of this Scheme as and when required under the Listing Rules.

Trustee

Upon obtaining Shareholders' approval to adopt the New Scheme at the AGM, the Company will enter into a trust deed to appoint a Trustee for the administration of the New Scheme.

The Trustee shall abstain from voting any unvested Shares held by it under the New Scheme on any matter that require Shareholders' approval under the Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner's direction and such a direction is given.

As at the Latest Practicable Date, the Company had not appointed a Trustee for the administration of the New Scheme. The Company will ensure that none of the Directors will be a trustee of the New Scheme or has any direct or indirect interest in the Trustee to be appointed, and that the Trustee to be appointed will not be a connected person of the Company.

Given the discretion and flexibility given to the Board and the Remuneration Committee under the New Scheme to determine the terms and conditions of the Awards, the authority to select the appropriate Eligible Participants under the New Scheme, as well as the minimum vesting period of 12 months (save for specified circumstances for Employee Participants), performance targets for Directors (excluding non-executive Directors and INEDs who are not considered Employee Participants) and chief executive of the Company, and the clawback mechanism as set out above, the Board (including the INEDs) considers that the terms of the New Scheme as summarised above and more fully in Appendix IV align with the purpose of the New Scheme as set out above.

The Company reviews, at least annually, the compensation package for the employees of the Group (including its executive Directors), including whether or not any awards should be made under the Group's share award scheme. As at the Latest Practicable Date, based on current circumstances, the Company intended to grant Awards in respect of an aggregate of approximately 27,054,000 Shares (representing approximately 0.53% of the issued share capital (excluding treasury Shares) of the Company as at the Latest Practicable Date), which may be satisfied by existing Shares purchased by Trustee and/or new Shares to be issued and allotted within the scheme limit mentioned above pursuant to the New Scheme after the New Scheme is approved by the Shareholders. This included an intended grant of Awards of approximately 4,320,000 Shares to Mr Martin Fruergaard, the Company's chief executive officer, out of which at least one-third of the Awards will be Performance Share Unit Awards with a holding requirement in accordance with the principles established in the Company's remuneration policy.

LETTER FROM THE BOARD

The full text of the ordinary resolutions to be proposed at the AGM in relation to the adoption of the New Scheme and approval of the Scheme Mandate is set out in resolution 7 in the Notice set out on pages 48 to 53 of this circular.

7. PRINCIPAL BUSINESS OF THE GROUP

The Group is one of the world's leading owners and operators of modern handysize and supramax dry bulk vessels. As at the Latest Practicable Date, the Company operates more than 275 dry bulk ships of which 110 are owned and the rest are chartered.

The Company is listed and headquartered in Hong Kong, and provides a quality service to over 600 customers, with over 4,600 seafarers and 403 shore-based staff in 14 offices in key locations around the world.

8. VOTING BY POLL

Pursuant to Rule 13.39 of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, the chairman of the AGM will demand a poll for each and every resolution put forward at the AGM. The Company will appoint the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, as the scrutineer to handle vote-taking procedures at the AGM. The results of the poll will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.pacificbasin.com no later than 11:00 p.m. on the date of the AGM.

Pursuant to the Listing Rules, the Trustee holding Shares in connection with the 2013 Share Award Scheme and the 2023 Share Award Scheme shall abstain from voting on all resolutions to be proposed at the AGM, unless otherwise required by law to vote in accordance with the beneficial owner's direction and such a direction is given. So far as the Directors are aware having made all reasonable enquires, as at the Latest Practicable Date, no Shareholder (other than the Trustee) is required to abstain from voting on any resolutions to be proposed at the AGM.

9. NOTICE OF ANNUAL GENERAL MEETING

The Notice is set out on pages 48 to 53 of this circular.

There is enclosed a form of proxy for use at the AGM. A Shareholder entitled to attend and vote at the AGM may appoint one or more persons as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. Whether or not you intend to attend the online AGM, you are requested to complete the form of proxy and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. If the proxy appointed is not the chairman of the AGM, Shareholders are requested to provide a valid email address of their proxy for

LETTER FROM THE BOARD

him or her to receive the login details to access the Online Platform. If no email address is provided, the proxy appointed cannot attend the online AGM and participate in the online voting. Completion and return of the form of proxy will not preclude you from attending the online AGM and participate in online voting or any adjournment thereof should you so wish and, in such event, the instrument appointing the proxy shall be deemed to be revoked.

10. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility for the accuracy of the information contained herein, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make this circular or any statement herein misleading.

11. RECOMMENDATION

The Directors believe that the proposals mentioned above, including the proposals for the declaration of final dividend, the re-election of Directors, the renewal of the Issue Mandate and the Buy-back Mandate, the adoption of the New Scheme, the approval of the Scheme Mandate, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all of the resolutions to be proposed at the AGM.

12. GENERAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular. In the event of any inconsistency, the English version of this circular shall prevail over the Chinese version.

Yours faithfully,

By order of the Board

Stanley Hutter Ryan

Chairman

APPENDIX I PARTICULARS CONCERNING DIRECTORS TO BE RE-ELECTED

INDEPENDENT NON-EXECUTIVE DIRECTOR

Irene Waage Basili – age 57

Mrs. Basili graduated from the School of Management of Boston University in 1991 with a Bachelor of Business Administration degree. After graduation, she held various managerial positions in the shipping industry, including at Western Bulk Carriers Holding ASA. From 1999 to 2007, she held positions in Wallenius Wilhelmsen Logistics, first as a manager of contracting and strategy and later as commercial director in 2004. From 2007 to 2011, Mrs. Basili served as vice president, marine business unit of Petroleum Geo Services with responsibility for fleet and marine strategy following its acquisition of Arrow Seismic ASA where she was the chief executive officer. She held offices in four Oslo Stock Exchange listed companies: director of Odfjell SE from 2008 to 2014 (specialises in transportation and storage of bulk liquid chemicals, acids, edible oils and special products), chief executive officer of GC Rieber Shipping from March 2011 to April 2017 (specialises in offshore shipping businesses, ship management and project development), director and deputy chairman of Kongsberg Gruppen ASA (specialises in the provision of technology systems and solutions in the oil and gas, merchant marine and defence and aerospace industries) from May 2011 to May 2019 and director of Wilh. Wilhelmsen Holding ASA (a global provider of maritime related services, transportation and logistics solutions) from May 2016 to May 2020. She is currently the chief executive officer of Shearwater Geoservices.

Mrs. Basili joined the Company in May 2014 as an INED and her term of office is expiring at the conclusion of the 2026 annual general meeting. The Company intends to extend her term of appointment until the conclusion of the 2028 annual general meeting (subject to retirement by rotation at least once every three years in accordance with the Bye-laws). Mrs. Basili currently receives HK$850,000 per annum for being an INED as well as the chairman of the Remuneration Committee and a member of the Nomination Committee. Her remuneration of HK$850,000 per annum will be payable in arrears in quarterly instalments on 31 March, 30 June, 30 September and 31 December respectively. Mrs. Basili's remuneration was agreed between the Company and Mrs. Basili and was determined by reference to the levels of remuneration of other senior executives of the Company and in the market generally.

Mrs. Basili has served the Company as an INED for more than nine years. After due and careful consideration, the Board considers that Mrs. Basili continues to be independent and is able to carry out her duties as an INED for the following reasons:

(a) Mrs. Basili has confirmed her independence in respect of each of the factors set out in Rule 3.13(1) to (8) of the Listing Rules;

(b) Mrs. Basili has demonstrated continued independent judgement which contributes positively to the development of the Company's strategy and policies;

(c) Mrs. Basili has not had and does not have any executive or management role or functions in the Company and its subsidiaries, nor has she been employed by any member of the Group;

(d) Mrs. Basili does not receive any remuneration from the Company apart from Director's fees and does not participate in the Group's staff incentive plan or pension scheme;

APPENDIX I PARTICULARS CONCERNING DIRECTORS TO BE RE-ELECTED

(e) Mrs. Basili does not receive any remuneration from a third party in relation to her directorship;

(f) Mrs. Basili does not have any financial, business, family or other material relationships with the Group, its management, advisers and business;

(g) Mrs. Basili does not hold any cross directorships or other significant links with other directors through involvement with other companies;

(h) Mrs. Basili does not have any interest (within the meaning of Part XV of the SFO) in the Shares;

(i) Mrs. Basili does not serve as a director or employee of a significant competitor of the Group;

(j) Mrs. Basili has confirmed that she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected persons of the Company;

(k) Mrs. Basili has confirmed that there are no other factors that may affect her independence; and

(l) Mrs. Basili has held various of executive and general management roles in shipping companies and has over 25 years of experience in the shipping industry. She possesses extensive commercial, strategic and operational experience in the dry bulk and other shipping sectors. The Board believes she can leverage her extensive shipping knowledge and experience for the Company's strategic development and provide independent views.

After due and careful consideration, the Board considers Mrs. Basili suitably independent to carry out her duties as an INED.

Save as aforesaid, Mrs. Basili did not hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. Mrs. Basili does not have any relationship with any other Directors or senior management or any substantial or controlling Shareholders of the Company and she does not have any interest (within the meaning of Part XV of the SFO) in the Shares.

Save for the information disclosed above, the Board and Mrs. Basili have indicated that there is no other information which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

APPENDIX I PARTICULARS CONCERNING DIRECTORS TO BE RE-ELECTED

INDEPENDENT NON-EXECUTIVE DIRECTOR

Kirsi Kyllikki Tikka – age 68

Dr. Tikka holds a doctorate degree in Naval Architecture and Offshore Engineering from the University of California, Berkeley, and master’s degree in Solid Mechanics and Naval Architecture from the University of Technology in Helsinki. She is a fellow of both the Society of Naval Architects and Marine Engineers (“SNAME”) and the Royal Institution of Naval Architects. In 2012, she was awarded SNAME’s David W. Taylor Medal, the highest technical honour for naval architecture and marine engineering. In 2018, she was awarded an honorary doctorate of science by the Webb Institute, New York. She is currently a foreign member of the U.S. National Academy of Engineering, and a member of the Royal Institute of Naval Architects (RINA) IMO Committee.

Dr. Tikka was a professor of Naval Architecture at Webb Institute from 1996 to 2001 and she worked as a naval architect, operations planner and analyst for Chevron Shipping from 1989 to 1995 and for Wartsila Shipyards from 1980 to 1983. Dr. Tikka served American Bureau of Shipping (“ABS”) for 18 years from 2001 to 2019 having started as vice president, engineering and then in a variety of specialist and leadership roles including as vice president, global technology, business development and special projects (2005-2011); vice president and chief engineer, global (2011-2012); president and chief operating officer, ABS Europe Division (2012-2016); executive vice president, global marine (2016–2018); and executive vice president and senior maritime advisor (2018-2019). As executive vice president in ABS, she held responsibility for aligning ABS’ strategic planning, sustainability program and other product and service offerings with the industry’s technical needs. Dr. Tikka is currently an independent non-executive director of New York-listed Ardmore Shipping Corporation.

Dr. Tikka joined the Company in September 2019 as an INED and her term of office is expiring at the conclusion of the AGM. The Company intends to extend her term of appointment for three years and renewable automatically for successive terms of 3 years (subject to retirement by rotation at least once every three years in accordance with the Bye-laws). Dr. Tikka currently receives HK$850,000 per annum for being an INED as well as the chairman of the Sustainability Committee and a member of the Nomination Committee. Her remuneration of HK$850,000 per annum will be payable in arrears in quarterly instalments on 31 March, 30 June, 30 September and 31 December respectively. Dr. Tikka’s remuneration was agreed between the Company and Dr. Tikka and was determined by reference to the levels of remuneration of other senior executives of the Company and in the market generally.

Dr. Tikka has served the Company as INED for more than 5 years. After due and careful consideration, the Board considers that Dr. Tikka continues to be independent and is able to carry out her duties as an INED for the following reasons:

(a) Dr. Tikka has confirmed her independence in respect of each of the factors set out in Rule 3.13(1) to (8) of the Listing Rules;

(b) Dr. Tikka has demonstrated continued independent judgement which contributes positively to the development of the Company’s strategy and policies;

APPENDIX I PARTICULARS CONCERNING DIRECTORS TO BE RE-ELECTED

(c) Dr. Tikka has not had and does not have any executive or management role or functions in the Company and its subsidiaries, nor has she been employed by any member of the Group;

(d) Dr. Tikka does not receive any remuneration from the Company apart from Director’s fees and does not participate in the Group’s staff incentive plan or pension scheme;

(e) Dr. Tikka does not receive any remuneration from a third party in relationship to her directorship;

(f) Dr. Tikka does not have any financial, business, family or other material relationships with the Group, its management, advisers and business;

(g) Save as disclosed herein, Dr. Tikka does not hold any cross directorships or other significant links with other Directors through involvement with other companies;

(h) Dr. Tikka does not have any interest (within the meaning of Part XV of the SFO) in the Shares;

(i) Dr. Tikka does not serve as a director or employee of a significant competitor of the Group;

(j) Dr. Tikka has confirmed that she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected persons of the Company;

(k) Dr. Tikka has confirmed that there are no other factors that may affect her independence; and

(l) Dr. Tikka has extensive experience in environmental regulations, sustainability, new technologies, new ship and engine designs as well as strategic, management and operational experience in the maritime industry which the Board believes is beneficial to the Company’s business and development.

After due and careful consideration, the Board considers Dr. Tikka suitably independent to carry out her duties as an INED.

Save as aforesaid, Dr. Tikka did not hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed herein, Dr. Tikka does not have any relationship with any other Directors or senior management or any substantial or controlling shareholders of the Company and she does not have any interest (within the meaning of Part XV of the SFO) in the Shares.

APPENDIX I PARTICULARS CONCERNING DIRECTORS TO BE RE-ELECTED

Dr. Tikka holds cross-directorship with Mr. Mats Henrik Berglund since they both serve on the Boards and as non-executive directors at Ardmore Shipping Corporation. Ardmore Shipping Corporate is a third party independent of the Company and its connected persons. Given that each of Dr. Tikka and Mr. Berglund occupies a non-executive role in both companies and holds less than 1% of the total number of issued shares (excluding treasury shares (if any)) in both companies, the Board considers that such cross-directorship would not undermine the independence of Dr. Tikka with respect to her directorship at the Company.

Save for the information disclosed above, the Board and Dr. Tikka have indicated that there is no other information which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

NON-EXECUTIVE DIRECTOR

Alexander Howarth Yat Kay Cheung – age 53

Mr. Cheung holds a LL.B. Hons. degree from King’s College London and was admitted as a solicitor of the Supreme Court of England and Wales in 1996 and as a solicitor of the High Court of Hong Kong in 1997. He is also a practicing Hong Kong notary public and civil celebrant of marriages.

Mr. Cheung commenced his legal career in 1994 with Linklaters in London, before moving to their Hong Kong office in 1999 where he specialised in corporate finance, Hong Kong Stock Exchange listings, regulatory matters and mergers and acquisitions. In 2005, he joined the Hong Kong law firm, Vincent T. K. Cheung, Yap & Co. (which has been a legal adviser to the Company mainly on matters relating to Hong Kong corporate laws and regulations) as a partner and the head of the firm’s Central branch. He advises numerous clients on a broad range of corporate, commercial, capital markets, regulatory and employment matters. He is also well versed in governance and compliance matters.

Mr. Cheung joined the Company in January 2022 as a NED and his term of office is expiring at the conclusion of the AGM. The Company intends to extend his term of appointment for three years and renewable automatically for successive terms of 3 years (subject to retirement by rotation at least once every three years in accordance with the Bye-laws). Mr. Cheung currently receives HK$800,000 per annum for being a NED as well as a member of each of the Audit Committee and the Remuneration Committee. His remuneration of HK$800,000 per annum will be payable in arrears in quarterly instalments on 31 March, 30 June, 30 September and 31 December respectively. Mr. Cheung’s remuneration was agreed between the Company and Mr. Cheung and was determined by reference to the levels of remuneration of other senior executives of the Company and in the market generally.

Mr. Cheung did not hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. Mr. Cheung does not have any relationship with any other Directors or senior management or any substantial or controlling Shareholders of the Company and he does not have any interest (within the meaning of Part XV of the SFO) in the Shares.

APPENDIX I PARTICULARS CONCERNING DIRECTORS TO BE RE-ELECTED

Save for the information disclosed above, the Board and Mr. Cheung have indicated that there is no other information which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Kalpana Desai – age 57

Ms. Desai has over 30 years of international advisory and investment banking experience. Ms. Desai was Head of Macquarie Capital Asia, the Investment Banking division of Macquarie Group Limited, from 2009 to 2013. Prior to this, she was Head of the Asia-Pacific Mergers & Acquisitions Group and a Managing Director in the Investment Banking division of Bank of America Merrill Lynch in Hong Kong from 2001 to 2009, having joined the firm in 1998.

Ms. Desai holds a Bachelor’s degree in Economics, majoring in Accounting and Finance, from the London School of Economics and Political Science. She is a fellow member of the Institute of Chartered Accountants in England and Wales and holds a Corporate Director Certificate from Harvard Business School. Ms. Desai was a member of the Takeovers and Mergers Panel of the Securities and Futures Commission in Hong Kong from 2007 to 2014, and was a non-executive director of Canaccord Genuity Group Inc., headquartered in Canada, from 2013 to 2019. Ms. Desai is currently a director of Janus Henderson Group PLC (a company listed on the New York Stock Exchange), where she chairs the Governance and Nominations Committee, and UK Government Investments Limited. She is also a trustee of The Future Is Bright Charitable Trust, focusing on education and climate change research.

Ms. Desai joined the Company in February 2025 as an INED for an initial term of three years and her service agreement is renewable automatically for successive term of three years (subject to re-election at the AGM and retirement by rotation at least once every three years in accordance with the Bye-laws). Ms. Desai currently receives HK$800,000 per annum for being an INED as well as a member of the Audit Committee and Sustainability Committee. Her remuneration of HK$800,000 per annum will be payable in arrears in quarterly instalments on 31 March, 30 June, 30 September and 31 December respectively. Ms. Desai’s remuneration was agreed between the Company and Ms. Desai and was determined by reference to the levels of remuneration of other senior executives of the Company and in the market generally.

After due and careful consideration, the Board considers Ms. Desai to be independent and is able to carry out her duties as an INED for the following reasons:

(a) Ms. Desai has confirmed her independence in respect of each of the factors set out in Rule 3.13(1) to (8) of the Listing Rules;

(b) Ms. Desai has demonstrated continued independent judgement which contributes positively to the development of the Company’s strategy and policies;

APPENDIX I PARTICULARS CONCERNING DIRECTORS TO BE RE-ELECTED

(c) Ms. Desai has not had and does not have any executive or management role or functions in the Company and its subsidiaries, nor has he been employed by any member of the Group;

(d) Ms. Desai does not receive any remuneration from the Company apart from Director’s fees and does not participate in the Group’s staff incentive plan or pension scheme;

(e) Ms. Desai does not receive any remuneration from a third party in relation to her directorship;

(f) Ms. Desai does not have any financial, business, family or other material relationships with the Group, its management, advisers and business;

(g) Ms. Desai does not hold any cross directorships or other significant links with other directors through involvement with other companies;

(h) Ms. Desai does not have any interest (within the meaning of Part XV of the SFO) in the Shares;

(i) Ms. Desai does not serve as a director or employee of a significant competitor of the Group;

(j) Ms. Desai has confirmed that she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected persons of the Company;

(k) Ms. Desai has confirmed that there are no other factors that may affect her independence; and

(l) Ms. Desai has strong professional background in corporate finance, mergers and acquisitions and has diverse and global business experience, which enables her to provide valuable insight and contribute to the diversity of the skills and perspectives of the Board.

After due and careful consideration, the Board considers Ms. Desai suitably independent to carry out her duties as an INED.

Save as aforesaid, Ms. Desai did not hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. Ms. Desai does not have any relationship with any other Directors or senior management or any substantial or controlling Shareholders of the Company and she does not have any interest (within the meaning of Part XV of the SFO) in the Shares.

Save for the information disclosed above, the Board and Ms. Desai have indicated that there is no other information which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

APPENDIX I PARTICULARS CONCERNING DIRECTORS TO BE RE-ELECTED

INDEPENDENT NON-EXECUTIVE DIRECTOR

Wang Xiaojun Heather – age 61

Ms. Wang joined General Electric (“GE”) in 1994 and has nearly 30 years of extensive experience in human resources and has held numerous leadership roles across various business segments, including GE Lighting, GE Capital, GE International, GE Global Growth Organization (GGO) and GE Corporate across the US, Europe and Asia, until her retirement as the Vice-President of GE (a position appointed by the GE Board in 2009) and Human Resources leader for GE International Markets in July 2023. Prior to joining GE, she worked with China International Trust and Investment Corporation and AT&T Beijing Fiber Optic Cable Co in business and human resources management roles.

Ms. Wang holds a Master’s degree in Business Administration from Rutgers Business School. Ms. Wang is currently an independent non-executive director of Hong Kong-listed CLP Holdings Limited, where she sits as a member of each of the audit and risk committee and the human resources and remuneration committee.

Ms. Wang joined the Company in February 2025 as an INED for an initial term of three years and her service agreement is renewable automatically for successive term of three years (subject to re-election at the AGM and retirement by rotation at least once every three years in accordance with the Bye-laws). Ms. Wang currently receives HK$800,000 per annum for being an INED as well as a member of the Remuneration Committee and Sustainability Committee. Her remuneration of HK$800,000 per annum will be payable in arrears in quarterly instalments on 31 March, 30 June, 30 September and 31 December respectively. Ms. Wang’s remuneration was agreed between the Company and Ms. Wang and was determined by reference to the levels of remuneration of other senior executives of the Company and in the market generally.

After due and careful consideration, the Board considers Ms. Wang to be independent and is able to carry out her duties as an INED for the following reasons:

(a) Ms. Wang has confirmed her independence in respect of each of the factors set out in Rule 3.13(1) to (8) of the Listing Rules;

(b) Ms. Wang has demonstrated continued independent judgement which contributes positively to the development of the Company’s strategy and policies;

(c) Ms. Wang has not had and does not have any executive or management role or functions in the Company and its subsidiaries, nor has he been employed by any member of the Group;

(d) Ms. Wang does not receive any remuneration from the Company apart from Director’s fees and does not participate in the Group’s staff incentive plan or pension scheme;

(e) Ms. Wang does not receive any remuneration from a third party in relation to her directorship;

APPENDIX I PARTICULARS CONCERNING DIRECTORS TO BE RE-ELECTED

(f) Ms. Wang does not have any financial, business, family or other material relationships with the Group, its management, advisers and business;

(g) Ms. Wang does not hold any cross directorships or other significant links with other directors through involvement with other companies;

(h) Ms. Wang does not have any interest (within the meaning of Part XV of the SFO) in the Shares;

(i) Ms. Wang does not serve as a director or employee of a significant competitor of the Group;

(j) Ms. Wang has confirmed that she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected persons of the Company;

(k) Ms. Wang has confirmed that there are no other factors that may affect her independence; and

(l) Ms. Wang’s extensive leadership and strategic capabilities and has diverse and global business experience, which enables her to provide valuable insight and contribute to the diversity of the skills and perspectives of the Board.

After due and careful consideration, the Board considers Ms. Wang suitably independent to carry out her duties as an INED.

Save as aforesaid, Ms. Wang did not hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. Ms. Wang does not have any relationship with any other Directors or senior management or any substantial or controlling Shareholders of the Company and she does not have any interest (within the meaning of Part XV of the SFO) in the Shares.

Save for the information disclosed above, the Board and Ms. Wang have indicated that there is no other information which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

APPENDIX II

EXPLANATORY STATEMENT

This appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to accompany the Notice at which a resolution is to be proposed in relation to the Buy-back Mandate.

BUY-BACK MANDATE

The relevant sections of the Listing Rules which permit companies with a primary listing on the Stock Exchange to buy back their Shares on the Stock Exchange, subject to certain restrictions, are summarised below:

(a) Shareholders’ approval

The Listing Rules provide that all proposed buy-backs of Shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval of a particular transaction. The Listing Rules require an explanatory statement such as is contained herein to be sent to Shareholders to give Shareholders adequate information to enable them to decide whether to approve the grant of such a mandate.

(b) Source of funds

In buying back its Shares, the Company may only apply funds entirely from the Company’s available cashflow or working capital facilities which will be funds legally available for such purpose in accordance with its memorandum of association and Bye-laws and laws of Bermuda.

Under Bermuda law, buy-backs may only be effected out of the capital paid up on the Shares to be bought back or out of funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose.

Any premium payable on a buy-back over the par value of the Shares to be bought back must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company’s share premium account.

(c) Maximum number of Shares to be bought back

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,136,990,146 Shares, of which 10,198,000 Shares bought back during the period from 19 March 2025 to 26 March 2025 will be cancelled subsequently and the Company did not hold any treasury shares. Subject to the passing of resolution 6 approving the Buy-back Mandate as set out in the Notice appearing on pages 48 to 53 of this circular and on the basis that such 10,198,000 Shares will be fully cancelled and no further Shares are allotted and issued or bought back pursuant to the Share Buy-back Program by the Company prior to the AGM and the Company did not hold any treasury shares, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 512,679,214 Shares, being 10% of the total number of issued Shares (excluding treasury shares (if any)) as at the date of passing the relevant resolution at the AGM. The Buy-back Mandate if granted, will be effective until (i) the conclusion of the next annual general meeting; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Act or the Bye-laws to be held; or (iii) the date on which the authority given under resolution 6 is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever is earliest.

APPENDIX II

EXPLANATORY STATEMENT

As at the Latest Practicable Date, the Company did not hold any treasury shares and has no plan to hold any treasury shares. Pursuant to the consultation conclusion published by the Stock Exchange on its consultation paper on “Proposed Amendments to the Listing Rules Relating to Treasury Shares” in April 2024, with effect from June 2024, the Stock Exchange removed the requirement to cancel repurchased shares such that listed issuers may hold the repurchased shares in treasury subject to the laws of their place of incorporation and their constitutional documents. Accordingly, if the Company buys back any Shares pursuant to the Buy-back Mandate, the Company will either cancel the Shares bought back and/or hold such Shares in treasury, having regard to all relevant considerations such as market conditions and the Company’s capital needs at the relevant time any buy back of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares held in treasury will be made pursuant to the terms of the Issue Mandate and in accordance with the Listing Rules and applicable laws and regulations of Bermuda.

To the extent that any treasury shares are deposited with the CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company’s own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.

REASONS FOR BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy back Shares on the Stock Exchange. Such buy-backs, depending on market conditions and funding arrangements at the time, may lead to an enhancement of the net asset value of the Company and/or its earnings per share. Any Shares bought back that are held by the Company in treasury, they may be resold to raise capital or utilised for other purposes. Buy-back will be made only when the Directors believe that such a buy-back will benefit the Company and the Shareholders.

If the Buy-back Mandate is exercised in full, there might be a material adverse impact on the working capital of the Company as compared with the position disclosed in the Company’s most recently published audited accounts for the year 2024. However, the Directors have no present intention to buy back any Shares and they would exercise the power to buy back in circumstances only where they consider that the buy-back would be in the best interests of the Company and the Shareholders as a whole and in circumstances where they consider that the Shares can be bought back on terms favourable to the Company.

APPENDIX II

EXPLANATORY STATEMENT

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of the knowledge of the Directors, having made all reasonable enquiries, any close associates of the Directors has a present intention, in the event that the proposed Buy-back Mandate is approved by the Shareholders at the AGM, to sell Shares to the Company.

As at the Latest Practicable Date, no core connected persons of the Company has notified the Company of his/her present intention to sell Shares to the Company and no such person has undertaken not to sell any Shares held by him/her to the Company in the event that the Buy-back Mandate is approved by the Shareholders at the AGM.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make buy-backs pursuant to the Buy-back Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

The Company confirms that neither this explanatory statement nor the Buy-back Mandate has any unusual features.

SHARE PRICE

During each of the previous twelve months preceding the Latest Practicable Date, the highest and lowest prices at which Shares were traded on the Stock Exchange were as follows:

	Highest (HK$)	Lowest (HK$)
2024
March	2.56	2.16
April	2.80	2.26
May	3.01	2.67
June	2.84	2.39
July	2.60	2.22
August	2.40	2.02
September	2.49	1.92
October	2.68	2.07
November	2.21	1.82
December	1.98	1.55
2025
January	1.68	1.56
February	1.71	1.51
March (up to the Latest Practicable Date)	1.77	1.58

APPENDIX II

EXPLANATORY STATEMENT

SHARE BUY-BACK MADE BY THE COMPANY

The Company bought back an aggregate of 69,865,000 Shares on the Stock Exchange during the six months preceding the Latest Practicable Date, with the details as follows:

Buy-back date	Number of Shares bought back	Purchase price per Share
		Highest (HK$)	Lowest (HK$)
26 September 2024	105,000	2.21	2.20
3 October 2024	1,606,000	2.47	2.44
4 October 2024	4,500,000	2.54	2.41
7 October 2024	2,051,000	2.60	2.55
18 October 2024	6,500,000	2.26	2.10
21 October 2024	866,000	2.31	2.28
22 October 2024	3,879,000	2.32	2.30
29 November 2024	8,000,000	1.87	1.83
2 December 2024	6,000,000	1.88	1.84
3 December 2024	7,197,000	1.94	1.87
4 March 2025	5,000,000	1.65	1.60
5 March 2025	915,000	1.65	1.65
6 March 2025	2,664,000	1.66	1.66
7 March 2025	1,004,000	1.67	1.67
10 March 2025	50,000	1.68	1.68
13 March 2025	2,634,000	1.68	1.68
14 March 2025	3,791,000	1.69	1.68
17 March 2025	2,505,000	1.69	1.69
18 March 2025	400,000	1.69	1.69
19 March 2025	461,000	1.69	1.69
20 March 2025	4,000,000	1.69	1.68
21 March 2025	3,541,000	1.69	1.68
24 March 2025	1,402,000	1.70	1.70
26 March 2025	794,000	1.70	1.70
	69,865,000

Save as disclosed above, during the six months immediately preceding the Latest Practicable Date, no other Shares were bought back by the Company (whether on the Stock Exchange or otherwise).

APPENDIX II

EXPLANATORY STATEMENT

TAKEOVERS CODE

If as a result of a Share buy-back a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code for all Shares not already owned by such Shareholder or group of Shareholders. As at the Latest Practicable Date, the largest Shareholder of the Company (pursuant to the register of substantial shareholders maintained under Section 336 of the SFO), Pzena Investment Management, LLC ("Pzena"), is interested in 626,862,317 Shares (representing approximately 12.23% of the Company's issued share capital of 5,136,990,146 Shares, of which 10,198,000 Shares bought back during the period from 19 March 2025 to 26 March 2025 will be cancelled subsequently, as at the Latest Practicable Date). Based on the said interests of Pzena in the issued share capital of the Company as at the Latest Practicable Date, and on the basis that no further Shares are allotted and issued or bought back prior to the AGM, in the event that the Directors exercise in full the power to buy back Shares in accordance with the terms of the resolution to be proposed at the AGM, the interests of Pzena in the issued share capital of the Company will be increased from approximately 12.23% to approximately 13.59% which is below the 30% threshold prescribed under the Takeovers Code and Pzena would not be obliged to make a mandatory general offer under Rule 26 of the Takeovers Code as a result of such increase.

As at the Latest Practicable Date, the Directors have no intention to exercise the Buy-back Mandate in such a way and to such extent that would (i) give rise to an obligation on the part of Pzena or any other Shareholder to make a mandatory general offer under Rule 26 of the Takeovers Code; or (ii) result in the amount of Shares held by the public being reduced to less than 25% of the total issued share capital of the Company.

APPENDIX III

MOVEMENTS OF AWARDS UNDER THE 2013 SHARE AWARD SCHEME AND 2023 SHARE AWARD SCHEME

The movements of awards under the 2013 Share Award Scheme and 2023 Share Award Scheme (on an aggregate basis) during the year ended 31 December 2024 are as follows:

‘000 shares	Date of Grant	Unvested at 31 Dec 2024	Unvested at 1 Jan 2024	During the Year			Vesting period¹
				Granted¹	Vested²,⁴,⁵	Lapsed⁴	2025	2026	2027
Director
Martin Fruergaard	2-Aug-21	-	1,212	-	(1,212)	-	-	-	-
	3-Mar-22	1,359	1,359	-	-	-	1,359	-	-
	2-Aug-23	1,637	1,637	-	-	-	-	1,637	-
	5-Mar-24	1,816	-	1,816	-	-	-	-	1,816
		4,812	4,208	1,816	(1,212)	-	1,359	1,637	1,816
Senior Management
Michael Jorgensen	2-Aug-23	-	1,758	-	(1,758)	-	-	-	-
	5-Mar-24	-	-	1,805	(1,805)	-	-	-	-
		-	1,758	1,805	(3,563)	-	-	-	-
Other Employees
	2-Mar-21	-	22,088	-	(21,668)	(420)	-	-	-
	3-Mar-22	11,314	13,526	-	(1,295)	(917)	11,314	-	-
	2-Aug-23	13,034	14,279	-	(313)	(932)	155	12,879	-
	5-Mar-24	13,481	-	14,458	-	(977)	-	-	13,481
	30-May-24	330	-	330	-	-	165	165	-
		38,159	49,893	14,788	(23,276)	(3,246)	11,634	13,044	13,481
		42,971	55,859	18,409	(28,051)	(3,246)	12,993	14,681	15,297

Notes:

(1) 18,079,000 Awards were granted on 5 March 2024 and 330,000 Awards were granted on 30 May 2024 under the 2023 Share Award Scheme representing 0.35% and less than 0.01% respectively of the weighted average number of shares in issue (excluding treasury shares) for the year. The closing price of the shares of the Company immediately before the grant dates (which were 5 March and 30 May 2024) were HK$2.41 and HK$2.86 per share respectively. The fair value of the Awards as at the dates of grant were HK$2.43 and HK$2.79 per share respectively. These shares were purchased in the market at an average purchase price of HK$2.25 per share. There is no exercise period and performance target attached to these awarded shares. In view that (i) the awardees are employee participants and the primary purpose of the 2023 Share Award Scheme is to serve as retention incentives and rewards for the employees' contribution and dedication to the Group; and (ii) the Awards granted are subject to certain vesting conditions in accordance with the scheme rules, which already cover situations where the awards will lapse, the Remuneration Committee considers that such mechanism appropriate and aligns with the purpose of the 2023 Share Award Scheme.

(2) A total of 28,051,000 shares vested during the year comprising 24,267,000 shares vested in accordance with vesting schedule and 3,784,000 shares with advanced vesting of which 1,100,000 shares vested to two retirees and 2,684,000 shares vested to Mr. Jorgensen upon his stepping down as Chief Financial Officer on 31 October 2024.

(3) The weighted average closing price of the shares immediately before the dates on which the Awards were vested was HK$2.41.

(4) A total of 3,246,000 awarded shares lapsed due to the resignation of ten employees.

(5) The vesting date in each of these years is 14 July unless otherwise stated.

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

In addition to the definitions defined at pages 1 to 4 of this Circular, in this Appendix IV, unless the context otherwise requires, the following expressions have the following meanings:

"Adoption Date" means the date on which the New Scheme is approved and adopted by the Shareholders in general meeting

"Award" means a Restricted Share Award, a Restricted Unit Award, a Performance Share Unit Award or a combination of these

"Award Agreement" means the offer and acceptance letter between the Company and the Grantee evidencing the terms and conditions of an Award

"close associate" has the meaning ascribed to it in the Listing Rules

"connected person" has the meaning ascribed to it in the Listing Rules

"inside information" has the meaning ascribed to it in the Listing Rules

"Offer" means an offer for the grant of an Award

"Personal Representatives" means the person or persons who, in accordance with the laws of succession applicable in respect of the death of a Grantee, shall represent, manage or administer the estate of the deceased Grantee

"Scheme Rules" the rules relating to the New Scheme

"Subsidiary" means, in relation to a company, a body corporate which is for the time being a subsidiary within the meaning of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) of the company, whether incorporated in Hong Kong or elsewhere

"Trust" the trust to be constituted by the trust deed entered into between the Company and an independent third party trustee for the purpose of establishing and operating the employee share trust in connection with the New Scheme

"vesting" in relation to a Restricted Unit Award, means a Grantee becoming entitled to have the Shares transferred to him subject to the Scheme Rules; in relation to a Restricted Share Award, means any restrictions imposed on the Grantee pursuant to the terms of the Scheme Rules in respect of the grant of the relevant Restricted Share Awards ceasing to have effect; in relation to a Performance Share Unit Award, means a Grantee becoming entitled to have the Shares transferred to him after the performance targets determined when the Offer is made are met. "Unvested", "vest", "vests" and "vested" shall be construed accordingly

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

The following is a summary of the principal terms of the New Scheme:

PURPOSE

PARTICIPANTS

The Board and the Remuneration Committee are empowered, at its discretion and based on such factors as it shall consider relevant, to grant Awards to Eligible Participants it shall select from time to time.

Eligible Participants mean any Employee Participant or Related Entity Participant.

Employee Participant means any director or employee of, or any person who has accepted an employment offer from, or who is being granted Awards as an inducement to enter into employment contract with, any member of the Group. For the avoidance of doubts, non-executive Directors and INEDs are not Employee Participants irrespective of whether they have entered into an employment contract with any member of the Group.

Related Entity Participant means any director or employee of the Associated Companies of the Company.

OFFER AND ACCEPTANCE

An Offer shall remain open for acceptance by the Eligible Participant concerned for a period of 21 days from the date on which the Offer is made or such other period as the Board or the Remuneration Committee may specify in writing. An Offer shall be deemed to have been accepted when the counterpart of the Award Agreement duly signed by the Grantee is received by the Company at the place specified in the Award Agreement. No payment is required to be made by any Eligible Participant to accept an Award. The Award Agreement shall be in such form as the Board or Remuneration Committee may from time to time determine and shall specify whether the Award is a Restricted Unit Award, a Restricted Share Award, a Performance Share Unit Award (which is applicable to Directors (excluding non-executive Directors and INEDs who are not considered Employee Participants), chief executive of the Company, and other members of the management as the Remuneration Committee deems fit), or a combination of these, the number of Shares in respect of which the Offer is made, the date of vesting and such other terms and conditions to which the Award shall be subject. Such terms may at the discretion of each of the Board or Remuneration Committee include:

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

(i) the minimum period for which the Award must be held before it vests which, subject to the sections headed “8. Rights on Ceasing to be a Participant”, “10. General Offer by way of Takeover”, “11. Compromise or Arrangement” and “12. Winding-up” below shall not be less than 12 months unless any of the following circumstances apply to any Award to Employee Participants:

(a) grant of Awards to new Employee Participants to replace the share awards or cash bonus they forfeited when leaving the previous employers;

(b) grant of Awards in batches during a year for administrative and compliance reasons which but for the administrative or compliance reasons would have been granted earlier;

(c) grant of Awards with a mixed or accelerated vesting schedule such as where the Awards may vest evenly over a period of 12 months; and

(d) grant of Awards with a total vesting and holding period of more than 12 months;

(ii) the period, if any, during which Shares allotted and issued or Shares transferred upon vesting of the Award shall be subject to restrictions on dealings, and the terms of such restrictions;

(iii) the notification period, if any, to be given to the Company of any intended sale of Shares allotted and issued, or Shares transferred upon vesting of the Award; and

(iv) the specified performance, operating and financial targets and other criteria, if any, to be satisfied before the Award can vest, which may include (but are not limited to) criteria such as delivering strategic priorities, business results and achieving sustainability goals.

The Award Agreement shall also be on terms that the Grantee undertakes to hold the Award on the terms on which it is to be granted and to be bounded by the provisions of the New Scheme.

4. SHARES FOR THE AWARDS

Each of the Board and the Remuneration Committee is empowered, at its discretion, to determine whether the Shares to be subject to any Award shall be acquired by subscription, or by purchase from the market or otherwise. The Grantees will not be required to pay any purchase price for the Shares on vesting of the Awards.

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

5. SCHEME LIMIT

Without prejudice to the next paragraph, the Board shall not make any Award (whether to be satisfied by existing Shares purchased by Trustee or by issuance and allotment of new Shares) that may result in the total number of Shares awarded under the New Scheme exceed 10% of the Shares in issue (excluding treasury Shares) as at the Adoption Date.

If and to the extent that any Award granted are to be satisfied by the issue and allotment of new Shares, those new Shares shall be issued and allotted pursuant to any scheme mandate that may from time to time be approved by resolution of the Shareholders in general meeting in accordance with the requirements of the Listing Rules provided that the number of Shares subject to any such mandate shall not exceed 5% of the number of Shares in issue (excluding treasury Shares) as at the date on which the resolution is passed. Under Rule 17.03C(1) of the Listing Rules, the Company may seek approval of Shareholders in general meeting for refreshing this 5% scheme mandate after three years from the date of Shareholders' approval of the adoption of the New Scheme (or of a previous refreshment of such mandate), and any refreshment within the three year period must be approved by Shareholders where any controlling shareholders and their associates (or if there is no controlling shareholder, Directors (excluding INEDs) and the chief executive of the Company and their respective associates) must abstain from voting in favour of the relevant resolution at the general meeting. Further, under Rule 17.03C(2) of the Listing Rules, the total number of Shares which may be issued in respect of all options and awards to be granted under all of the schemes of the Company under the scheme mandate as refreshed must not exceed 10% of the Shares in issue (excluding treasury shares) as at the date of approval of the refreshed scheme mandate, and the Company must send a circular to the Shareholders containing the number of options and awards that were already granted under the existing scheme mandate limit and the reason for the refreshment.

Without prejudice to the above, the maximum number of new Shares to be issued or allotted under the New Scheme in any financial year shall not exceed 0.5% of the number of Shares in issue (excluding treasury Shares) at the beginning of that financial year.

Awards lapsed in accordance with the terms of the New Scheme shall not be regarded as utilised for the purpose of calculating the limit in this section.

6. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

No Award to a Substantial Shareholder of the Company, or any of their associates which would result in the new Shares issued and to be issued in respect of all awards and options granted (excluding any award and option lapsed in accordance with the terms of the relevant scheme(s)) to such person in the 12-month period up to and including the date of grant of such Award in aggregate exceed 0.1% of the Shares in issue (excluding treasury Shares) on such date of grant shall take effect without the approval of independent Shareholders as required under the Listing Rules.

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

No Award to a Director or a chief executive, or any of their associates which would result in the new Shares issued and to be issued in respect of all awards granted (excluding any award lapsed in accordance with the terms of the relevant scheme) to such person in the 12-month period up to and including the date of grant of such Award in aggregate exceed 0.1% of the Shares in issue (excluding treasury Shares) on such date of grant shall take effect without the approval of independent Shareholders as required under the Listing Rules.

Without prejudice to the preceding two paragraphs, no Award to any Eligible Participant which would result in the new Shares issued and to be issued or Shares transferred or to be transferred to such Eligible Participant in respect of all Awards granted (excluding any Award lapsed in accordance with the terms of the New Scheme) to such person in the 12-month period up to and including the date of such Award in aggregate exceed 1% of the number of Shares in issue (excluding treasury Shares) on the date of grant shall take effect without the approval of Shareholders in a general meeting of the Company at which the Grantee and his close associates (or associates if the Grantee is a connected person) abstained from voting. Under the Listing Rules, a circular for granting Awards that exceed such 1% limit must disclose the identity of the participant, the number and terms of the Awards to be granted (and those previously granted to such participant in the 12-month period), the purpose of granting Awards to the participant and an explanation as to how the terms of the Awards serve such purpose.

Subject to above paragraphs, where any Offer of an Award is to be made to a Director, a chief executive or a Substantial Shareholder of the Company or any of their respective associates, such offer must first be approved by the INEDs of the Company and all Offers of an Award shall comply with all other requirements of the Listing Rules applicable to such Award from time to time.

The terms summarised in this section headed "6. Maximum Entitlement of Each Participant" is not applicable to Awards where none of the Shares to be awarded are acquired by subscription (and thus no issuance of new Shares is involved).

7. RIGHTS ARE PERSONAL TO GRANTEES

Awards granted under the New Scheme shall be personal to the Grantee and shall not be sold, transferred, assigned, charged, mortgaged or encumbered by the Grantee nor shall the Grantee create any interest in favour of any third party over and in relation to any Award (except for the transmission of an Award on the death of the Grantee to his Personal Representative).

A Grantee shall not be entitled to vote, to receive dividends (subject to the paragraph below on Dividend Equivalent) or to have any other rights of a shareholder in respect of the Shares subject to the Award until the Shares are issued or transferred to the Grantee.

A Grantee shall be entitled to receive Dividend Equivalent which will be payable to the Grantee as soon as practicable after vesting, and such Dividend Equivalent may be paid in cash or Shares (as determined (i) for Restricted Share Awards, from time to time by the Board, and (ii) for Restricted Share Awards and Performance Share Unit Awards, by the Grantee when the Grantee accepts the Offer.

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

A Grantee of a Restricted Share Award and Performance Share Unit Award shall be entitled to receive Dividend Equivalent which will be payable to the Grantee as soon as practicable after vesting, and such Dividend Equivalent may be paid in cash or Shares as determined by the Grantee when the Grantee accepts the Offer, subject to the Listing Rules.

For the avoidance of doubt, under no circumstances will an Award include any right to receive any Dividend Equivalent in respect of any dividend declared for the financial period (including interim financial period) before the Award is granted even if such dividend is declared after the Award is made.

8. RIGHTS ON CEASING TO BE A PARTICIPANT AND CLAWBACK MECHANISM

If the Grantee ceases to be an Eligible Participant by reason of:

(i) his death;

(ii) in the case of an Employee Participant, retirement in accordance with his contract of employment or service with a member of the Group or early retirement (in both cases shall not include any retirement before attaining the age of 62 unless the Remuneration Committee otherwise determines) and has completed more than five years of services with the Group, with the approval of the member of the Group which employs the Grantee or redundancy;

(iii) in the case of a Related Entity Participant, retirement in accordance with his contract of employment or service with the Related Entity or early retirement (which shall not include any retirement before attaining the age of 62 unless the Remuneration Committee otherwise determines) and has completed more than five years of service with the Related Entity, with the approval of the Related Entity which employs the Grantee or redundancy;

(iv) ill health, injury or disability preventing the Grantee from performing his duties under his employment or service agreement (as evidenced to the satisfaction of the Remuneration Committee);

(v) his office or employment being in a company which ceases to be a member of the Group, or relating to a business or part of a business which is transferred to a person who is not a member of the Group,

his Awards will vest to the extent not already vested.

If the Grantee ceases to be an Eligible Participant by reason of the separate listing or sale of a member of the Group or disposal of the business of a member of the Group, or if the Company or another member of the Group is reorganised or merged or consolidated with another entity, subject to the Listing Rules, the Remuneration Committee may at its sole discretion make such arrangements as it considers appropriate for the grant of substitute awards of equivalent fair value to the Award in the purchasing, surviving or newly listed company, reach such accommodation with the Grantee as it considers appropriate, waive any conditions to vesting of the Award to the extent not already vested, or permit the continuation of the Award in accordance with its original terms.

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

In the case of an Employee Participant, his Awards shall lapse automatically if he ceases to be an Employee Participant by reason of the termination of his employment on grounds entitling the employer to effect such termination without notice (including, but not limited to, if he has been guilty of fraud, gross negligence, wilful or serious misconduct, material misstatement or omission in the financial statements, or has committed any act of bankruptcy or has made any composition with his creditors generally or has been convicted of any criminal offence involving his integrity or honesty, or breach of the SFO or any other securities laws or regulations) whether pursuant to the terms of the contract of employment of the Grantee or otherwise, or a notice terminating the employment of such Employee Participant for such reason is in fact given, whichever is the earlier.

In the case of a Related Entity Participant, his Awards shall lapse automatically on the occurrence of any event which, if he had been an employee of the Company, would have entitled the Company to terminate his employment without notice (including, but not limited to, if he has been guilty of fraud, gross negligence, wilful or serious misconduct, material misstatement or omission in the financial statements or has committed any act of bankruptcy or has made any composition with his creditors generally or has been convicted of any criminal offence involving his integrity or honesty, or breach of the SFO or any other securities laws or regulations), or on the date on which the Grantee ceases to be a director or an employee of the Related Entity on grounds entitling the Related Entity to effect such termination without notice as abovementioned, or the date on which a notice terminating the employment or service for such reason is in fact given by the Related Entity, whichever is the earlier.

In the case of a Performance Share Unit Award, the Award shall lapse automatically on the date the Company determines that the performance targets of such Award are not met.

If the Grantee ceases to be an Eligible Participant for any reason other than the above, the Award (to the extent not already vested) shall lapse forthwith unless the Board determines otherwise in which event the Award (or such remaining part thereof) shall vest. Upon vesting of the Awards and within the period where the Shares issued or transferred to the Grantee are subject to restrictions on dealings, if the Grantee ceases to be an Eligible Participant for any reason other than the above, the Board may in its absolute discretion determine whether the Grantee shall be liable to return the vested Shares (or their cash equivalent as at the time the Shares vested) to the Trustee and to bear all ancillary costs (including but not limited to stamp duty) associated with the returning of the vested Shares (or their cash equivalent).

Upon vesting of the Awards and within the period where the Shares issued or transferred to the Grantee are subject to restrictions on dealings, the Grantee is liable to return the Vested Shares (or their cash equivalent as at the time the Shares vested) to the Trustee on the earliest of:

(i) in the case of an Employee Participant, the termination of his employment in circumstances where his Awards would lapse automatically as stated above;

(ii) in the case of a Related Entity Participant, the occurrence of any event which constitute circumstances where his Awards would lapse automatically as stated above;

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

(iii) the date on which the Grantee sells, transfers, assigns, charges, mortgages, encumbers or creates any interest in favour of any third party over or in relation to any vested Shares in breach of the restrictions on dealings of the Awards,

and to bear all ancillary costs (including but not limited to stamp duty) associated with the returning of the vested Shares (or their cash equivalent).

Subject to the following which only applies to Performance Share Unit Award, the lapse of an Award shall not affect any Dividend Equivalent paid prior to the date of the lapse.

In the case of a Performance Share Unit Award, if the Company discovers a material misstatement or omission in the financial statements of the Company or the Group within three years after the vesting date of any such Award, the Company is entitled to and may require the Grantee to return the vested Shares (or their cash equivalent as at the time the Shares vested) together with any Dividend Equivalent paid and any dividends paid or other distributions made with respect to any Shares upon the vesting of any such Award (the "Erroneously Awarded Compensation"), without regard to any taxes paid or payable, provided that such vested Shares would not otherwise have been vested had there been no material misstatement or omission in the financial statements. The Company shall not indemnify any Grantee or former Grantee of Performance Share Unit Award against the loss of Erroneously Awarded Compensation, and, as a condition to receiving an Award, Grantees to which this paragraph applies agree to fully indemnify the Company and the Group in connection herewith and further agree not to bring any action or claim against the Company, the Board, the Remuneration Committee, or the Trustee in connection with this paragraph.

9. REORGANISATION OF CAPITAL STRUCTURE

Subject as otherwise set out in this section, in the event of any alteration in the capital structure of the Company while any Award remains outstanding, the number and/or nominal amount of Shares subject to the Award, and/or the scheme limit, shall be adjusted on such basis as the auditors of the Company shall certify in writing to the Board either generally or as regards any particular Award to be in their opinion fair and reasonable in the following manner:

(i) in the case of a capitalisation issue, reduction of capital, consolidation or sub-division of Shares, any such alteration shall give a Grantee on vesting of his Awards the same proportion of the issued Shares to which he would have been entitled if such Award were to have vested immediately prior to the event giving rise to the adjustment consistent with such adjustment formulae that may then be prescribed or recommended by the Stock Exchange;

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

(ii) in the case of a rights issue, open offer or any other similar event which will involve an offer of rights to the existing Shareholders, any such alteration shall maintain the market value of the issued Shares to which a Grantee would have been entitled to on vesting of his Awards if such Awards were to have vested immediately prior to the event giving rise to the adjustment, which shall be calculated as follows:

$$
\mathrm{MV} = \mathrm{CP} / \mathrm{TERP}
$$

where:

$$
\mathrm{MV} = \text{Market value}
$$

CP = Closing price per Share as quoted on the Stock Exchange on the last trading day immediately before the date on which the terms of such rights issue or open offer are finalised and publicly announced by the Company pursuant to the Listing Rules

TERP = Theoretical ex-rights price per Share based on the CP

or such other adjustment formulae that may then be prescribed or recommended by the Stock Exchange,

but provided that in either case no such alteration shall be made if it would result in non-compliance with any Listing Rules or other requirements of the Stock Exchange then applicable.

Further, unless the Directors and the auditors otherwise agree, (i) the issue of securities as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment; and (ii) no such adjustment shall be made upon or as a result of any alteration in the capital structure of the Company while any Award remains outstanding upon a placing of securities of the Company, an issue or conversion of convertible debt securities of the Company, the Company's purchasing or re-purchasing its own securities or any other similar event which will not involve any offer of rights to the existing Shareholders.

In the event of an alteration in the capital structure of the Company while any Award remains outstanding which is not expressly identified above, the Board shall be empowered, at its discretion and based on such factors as it shall consider relevant, to determine whether any such adjustment shall be made, and if to be made, the calculation of such adjustment by reference to the methods set out in (i) and (ii) above.

No adjustment shall be made unless the auditors of the Company certify to the Board the matters in (i) and (ii) above and upon such certification the relevant adjustment shall be deemed to have taken effect at the time certified by the auditors as being the time of the occurrence of the matter giving rise to the adjustment (except in the case of a capitalisation issue where no such certification shall be required).

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

10. GENERAL OFFER BY WAY OF TAKEOVER

If a general offer by way of takeover is made to all Shareholders (or all Shareholders than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror), and the offer becomes or is declared unconditional in all respects, the Award shall vest.

11. COMPROMISE OR ARRANGEMENT

If a compromise or arrangement between the Company and its members or creditors is proposed for the purposes of the amalgamation of the Company with any other company or companies, the Company shall give notice to the Grantee on the same date as it despatches the notice to each member or creditor of the Company summoning the meeting to consider such a compromise or arrangement, and thereupon the Award shall vest, but the vesting of an Award shall be conditional upon such compromise or arrangement being sanctioned by the court and becoming effective, and upon such compromise or arrangement becoming effective all Awards shall lapse except insofar as previously vested. The Company may require the Grantee (or his Personal Representatives) to transfer or otherwise deal with the Shares issued or transferred as a result of the vesting of an Award in these circumstances so as to place the Grantee in the same position, as nearly as possible, as would have been the case had such Shares been subject to such compromise or arrangement.

12. WINDING-UP

In the event of an effective resolution being passed for a members' voluntary winding-up of the Company, the Award will immediately vest and the Grantee may by notice in writing to the Company within 21 days after the date of such resolution elect to be treated as if the Award had vested either to its full extent or to the extent specified in such notice and shall accordingly be entitled to receive out of the assets available in the liquidation pari passu with the holders of Shares such sum (if any) as would have been received in respect of the Shares the subject of such election.

13. RANKING OF SHARES

With the exception of entitlements on the record date which falls before the date of issuance or transfer of such Shares but subject to the entitlement to receive Dividend Equivalent as provided in the section headed "7. Rights are Personal to Grantees" above, Shares allotted and issued, or transferred, to a Grantee, upon the vesting of an Award shall rank pari passu in all respects with the existing fully paid Shares in issue on the date of allotment or transfer.

14. AUTOMATIC LAPSE OF AWARDS

An Award shall lapse automatically on the earliest of:

(i) the expiry of the period referred to in the section headed "11. Compromise or Arrangement" above;

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

(ii) as mentioned in the section headed “8. Rights on Ceasing to be a Participant” above, in the case of an Employee Participant, the date on which the Grantee ceases to be an Employee Participant by reason of the termination of his employment on grounds entitling the employer to effect such termination without notice whether pursuant to the terms of the contract of employment of the Grantee or otherwise, or the date on which a notice terminating the employment of such Employee Participant for such reason is in fact given, whichever is the earlier; and in the case of a Related Entity Participant, other than an Employee Participant, the occurrence of any event which, if he had been an employee of the Company, would have entitled the Company to terminate his employment without notice, or the date on which the Grantee ceases to be a director or an employee of the Related Entity on grounds entitling the Related Entity to effect such termination without notice as abovementioned, or the date on which a notice terminating the employment or service for such reason is in fact given by the Related Entity, whichever is the earlier;

(iii) subject as provided under the section headed “12. Winding-Up” above, the date of the commencement of the winding-up of the Company;

(iv) the date on which the Grantee sells, transfers, assigns, charges, mortgages, encumbers or creates any interest in favour of any third party over or in relation to any Award, except for the transmission of an Award on the death of the Grantee to his personal representative; and

(v) in the case of Performance Share Unit Award, the date the Company determines that the performance targets of such Award are not met.

15. TERMINATION

The New Scheme shall terminate on the earlier of the 10th anniversary of the Adoption Date or such earlier date as the Board may determine. Upon termination of the New Scheme, no further Awards shall be offered but in all other respects the provisions of the New Scheme shall remain in full force and effect. All Awards granted prior to such termination and not vested at the date of termination shall remain valid.

16. ALTERATION

The New Scheme may be altered in any respect by a resolution of the Board or a resolution of the Remuneration Committee provided that no such alteration shall operate to affect adversely any subsisting rights of any Grantee hereunder except with the written consent of Grantees amounting to three-fourths in nominal value of all Shares so held by the Trustee on the date of such resolution (“Alteration Approval”).

Any change to the authority of the Board or the Remuneration Committee pursuant to the alteration of the terms of the New Scheme must be approved by ordinary resolution of Shareholders in general meeting.

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

Alterations to the New Scheme which is of a material nature or any alterations to the advantage of Grantees or future Grantees which relates to

(i) the purposes of the New Scheme;

(ii) the persons to or for whom Awards may be granted under the New Scheme and the basis for determining their eligibility;

(iii) the limits on the number of Shares which may be issued or transferred under the New Scheme;

(iv) the individual limits for Eligible Participants under the New Scheme; or

(v) any other alteration that the Listing Rules require to be approved by Shareholders in general meeting,

must be approved by Shareholders in general meeting.

The Board or the Remuneration Committee need not obtain the Alteration Approval or the approval of the Shareholders for any minor changes:

(i) to benefit the administration of the New Scheme;

(ii) to comply with or take account of the provisions of any proposed or existing legislation or regulation;

(iii) to take account of any changes to any legislation or regulation, and the Listing Rules; or

(iv) to obtain or maintain favourable tax, exchange control or regulatory treatment of any member of the Group or any Grantee or future Grantee,

or for alterations which take effect under the terms of the New Scheme.

Any change to the terms of Awards granted to an Eligible Participant must be approved by the Board, the Remuneration Committee and/or the Shareholders (as the case may be) if the initial grant of Awards was approved by the Board, the Remuneration Committee and/or the Shareholders. This does not apply where the alterations in terms take effect automatically under the terms of the New Scheme.

No amendment shall be made to the terms of the New Scheme or Awards granted or to be granted under it if such terms or Awards would be inconsistent with the relevant law and regulations, including Chapter 17 of the Listing Rules, in force from time to time.

APPENDIX IV

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SCHEME

17. CONDITIONS OF THE NEW SCHEME

The New Scheme shall take effect subject to the passing of the resolution by the Shareholders to approve and adopt the New Scheme.

18. RESTRICTION ON GRANT

No Offer may be made, no payment shall be made to the Trustee, no Shares shall be acquired by or on behalf of the Company and no instructions to acquire Shares shall be given to the Trustee under the New Scheme when the Company and/or any Director is in possession of inside information until (and including) the trading day after the Company has announced the inside information or until the time when such information otherwise ceases to constitute inside information of the Company. In particular, subject to the Listing Rules, no Award may be granted, no payment shall be made to the Trustee, no Shares shall be acquired by or on behalf of the Company and no instructions to acquire Shares shall be given to the Trustee under the New Scheme during the period commencing 30 days immediately before the earlier of:

(i) the date of the Board meeting (as such date is first notified to the Stock Exchange under the Listing Rules) for approving the Company’s results for any year half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and

(ii) the deadline for the Company to announce its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcement.

Without prejudice to the above, no Offer may be made to any Director in any period during which Directors are prohibited from dealing in the securities of the Company pending the publication of results of the Company under the Listing Rules.

19. CANCELLATION

Awards granted but not vested or lapsed may be cancelled by the Company with the consent of the Eligible Participant. Where the Company cancels Awards and grants new Awards to the same Grantee, the issue of such new Awards may only be made under the New Scheme within the limits set out in the section headed “5. Scheme Limit” above and the cancelled Shares cannot be added back to replenish the limit.

APPENDIX V

NOTICE OF ANNUAL GENERAL MEETING

P Pacific Basin Shipping Limited

(incorporated in Bermuda with limited liability)

(Stock Code: 2343)

NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting of Pacific Basin Shipping Limited (the "Company") will be held on Friday, 25 April 2025 at 10:00 a.m. by means of an online virtual meeting for the following purposes:

ORDINARY RESOLUTIONS

To receive and adopt the audited financial statements, the report of the directors of the Company (the "Directors") and the report of the auditors of the Company for the year ended 31 December 2024;
To declare final dividend for the year ended 31 December 2024;
To re-elect the following persons as Directors and authorise the board of Directors (the "Board") to fix their remuneration:

(a) To re-elect Mrs. Irene Waage Basili as an Independent Non-Executive Director;

(b) To re-elect Dr. Kirsi Kyllikki Tikka as an Independent Non-executive Director;

(d) To re-elect Ms. Kalpana Desai as an Independent Non-executive Director;

(e) To re-elect Ms. Wang Xiaojun Heather as an Independent Non-Executive Director; and

(f) To authorise the Board to fix the remuneration of the Directors;

To re-appoint Messrs. PricewaterhouseCoopers, Certified Public Accountants and Registered Public Interest Entity Auditor, as the auditors of the Company for the year ending 31 December 2025 and to authorise the Board to fix their remuneration;

APPENDIX V

NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

5. “GRANT OF A GENERAL MANDATE TO ISSUE SHARES

THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue or otherwise deal in new shares of US$0.01 each in the capital of the Company (the “Shares”) (including any sale or transfer of treasury shares) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements, options and warrants which would or might require the exercise of such powers be generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and warrants which would or might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and treasury shares which may be sold or transferred by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to Shares issued as a result of a Rights Issue (as defined below), the exercise of the subscription or conversion rights attaching to any warrants issued by the Company or Shares issued to satisfy awards granted under the share award scheme of the Company or any scrip dividend providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares, shall not exceed 10% of the number of Shares in issue (excluding treasury shares (if any)) at the date of passing this resolution, provided that any Shares to be allotted and issued pursuant to the approval in paragraph (a) above shall not be issued at a discount of more than 10% to the Benchmarked Price of the Shares, and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

“Benchmarked Price” shall be a price which is the higher of:

(i) the closing price of the Shares as stated in the daily quotations sheet of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on the date of the relevant agreement involving the proposed issue of Shares; or

APPENDIX V

NOTICE OF ANNUAL GENERAL MEETING

(ii) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheet for the five trading days immediately preceding the earlier of:

(A) the date of the relevant agreement involving the proposed issue of Shares; or
(B) the date of announcement of the transaction or arrangement involving the proposed issue of Shares; or
(C) the date on which the price of the Shares to be issued is fixed.

“Relevant Period” means the period from the passing of this resolution until the earlier of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Act 1981 of Bermuda or the Company’s Bye-laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting.

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of shares open for a period fixed by the Directors to holders of the Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).

6. “GRANT OF A GENERAL MANDATE TO BUY BACK SHARES

THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to buy back the Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange be generally and unconditionally approved;

APPENDIX V

NOTICE OF ANNUAL GENERAL MEETING

(b) the aggregate number of the Shares which may be purchased or bought back by the Company pursuant to the approval in paragraph (a) of this resolution during that Relevant Period shall not exceed 10% of the aggregate number of Shares in issue (excluding treasury shares (if any)) at the date of passing this resolution, and the said approval shall be limited accordingly; and

(c) for the purposes of this resolution, “Relevant Period” means the period from the passing of this resolution until the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Act 1981 of Bermuda or the Company’s Bye-laws to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”

“ADOPTION OF A NEW SHARE AWARD SCHEME

THAT the rules relating to the 2025 Share Award Scheme (the “New Scheme”) (a copy of which has been produced to this meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) (the “Scheme Rules”), together with the scheme mandate limit for the directors of the Company (the “Directors”) to allot, issue or otherwise deal in new shares of US$0.01 each in the capital of the Company (the “Shares”) and to make or grant offers and agreements which would or might require the exercise of such powers provided that the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in this resolution shall not exceed 5% of the aggregate nominal amount of the share capital of the Company in issue (excluding treasury Shares) at the date of passing this resolution, be and are hereby approved and that the Directors be and are hereby authorised to exercise all powers to give effect to and administer the New Scheme as contemplated by and in accordance with the Scheme Rules.”

By Order of the Board

Mok Kit Ting, Kitty

Company Secretary

Hong Kong, 2 April 2025

APPENDIX V

NOTICE OF ANNUAL GENERAL MEETING

Notes:

The meeting will be in the form of an online meeting. Shareholders of the Company (the “Shareholders” and each, a “Shareholder”) have to attend, participate and vote in the meeting through online access by visiting the website at http://meetings.computershare.com/PBSL_2025AGM (the “Online Platform”) of which questions relevant to the proposed resolutions can be submitted through the Online Platform.
Every member entitled to attend and vote at the AGM is entitled to appoint one or more persons as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.
To be valid, a form of proxy, together with the power of attorney or other document of authority, if any, under which the form is signed, or a certified copy thereof, must be deposited with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e. no later than 10:00 a.m. on Wednesday, 23 April 2025) or any adjournment thereof. If the proxy appointed is not the Chairman of the meeting, Shareholders are requested to provide a valid email address of their proxy for him or her to receive the login details to access the Online Platform. If no email address is provided, their proxy cannot attend the online meeting and participate in online voting.
Completion and return of the form of proxy will not preclude the Shareholders from attending the online meeting and participate in online voting or any adjourned thereof and in such event, the instrument appointing the proxy shall be deemed to be revoked.
In the case of joint registered holders of any share, any one of such joint holders may vote at the above meeting through the Online Platform, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders are attending the meeting, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
In order to determine the entitlement to attend and vote at the online meeting, the register of members of the Company will be closed from 22 April 2025 to 25 April 2025 (both days inclusive), during which period the registration of Shares will be suspended. All completed transfer forms accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 17 April 2025.
Shareholders attending the meeting using the Online Platform are expected to have a reliable and stable internet connection that can support audio live streaming and be able to follow the meeting proceedings in order to cast the votes and submit questions online. If for any reasons the internet connection is lost or interrupted, it may affect the ability of the Shareholders to follow the meeting proceedings. Any missed contents as a result of connection issues arise from the Shareholders will not be repeated. Each set of Shareholder login details can be used on one electronic device (either smartphone, tablet device or computer) at a time only. If Shareholders experience any technical difficulties or require assistance while using the Online Platform, please contact Computershare at (852) 2862 8688 from 9:00 a.m. until the end of the meeting (Hong Kong time) on the date of the meeting. Please note that Shareholders’ votes on the proposed resolutions cannot be recorded at, or taken by, Computershare’s service hotline. In the event of Shareholders have any concerns or issues attending the Online Platform, Shareholders are encouraged to appoint the Chairman of the meeting as your proxy to exercise your voting rights.
The Online Platform will be open to registered Shareholders (the “Registered Shareholders”) and non-registered Shareholders (the “Non-Registered Shareholders”) (see below for login details and arrangements to log in approximately 30 minutes prior to the commencement of the meeting and can be accessed from any location with connection to the internet with a smartphone, tablet device or computer.

Details regarding the arrangements of the meeting, including login details to access the Online Platform and online voting, are included in the Company’s notification letter to Registered Shareholders to be despatched on Wednesday, 2 April 2025.

APPENDIX V

NOTICE OF ANNUAL GENERAL MEETING

Login details for Non-Registered Shareholders

Non-Registered Shareholders who wish to attend and participate in the meeting using the Online Platform should liaise with your bank(s), broker(s), custodian(s), nominee(s) or HKSCC Nominees Limited through which your shares are held (collectively, the "Intermediaries") and provide your email addresses to your Intermediaries. Details regarding the arrangements of the meeting, including login details to access the Online Platform and online voting, will be sent by Computershare to the email addresses provided by the Non-Registered Shareholders.

The step-by-step "Online User Guide for the Annual General Meeting to be held on Friday, 25 April 2025" can be found on "AGM" under "Investors" section on the Company's website (www.pacificbasin.com).

For questions relating to the arrangements of an online meeting, please contact Computershare in person, by phone or online form:

Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre
183 Queen's Road East
Wanchai, Hong Kong
Telephone: (852) 2862 8688
Website: www.computershare.com/hk/contact

A circular containing the information regarding, inter alia, the Directors proposed to be re-elected, the general mandate to issue Shares and the general mandate to buy back Shares will be sent to the Shareholders together with the Company's 2024 Annual Report.
The register of members of the Company will be closed on 7 May 2025 on which no transfer of shares will be effected. In order to qualify for the proposed final dividend, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 6 May 2025. The ex-dividend date for the final dividend will be on 2 May 2025.
If Typhoon Signal No. 8 or above, or a "black" rainstorm warning or the post-super typhoon "extreme conditions" announcement is in effect any time after 8:00 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the website of the Company at www.pacificbasin.com and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

AI assistant

Pacific Basin Shipping Limited — Proxy Solicitation & Information Statement 2025

50538_rns_2025-04-02_053d0bdc-44f9-4782-988a-90d7fc18a16f.pdf

Pacific Basin Shipping Limited

CONTENTS

ONLINE AGM

ATTENDING THE AGM BY MEANS OF ELECTRONIC FACILITIES

Login details for Registered Shareholders

Login details for Non-Registered Shareholders

QUESTIONS RELATING TO THE ARRANGEMENTS OF AN ONLINE AGM

Pacific Basin Shipping Limited

1. INTRODUCTION

2. DECLARATION OF FINAL DIVIDEND (RESOLUTION 2 AS PER NOTICE) AND BOOK CLOSURE

3. RE-ELECTION OF DIRECTORS (RESOLUTION 3 AS PER NOTICE)

4. GENERAL MANDATE TO ISSUE SHARES (RESOLUTION 5 AS PER NOTICE)

5. GENERAL MANDATE TO BUY BACK SHARES (RESOLUTION 6 AS PER NOTICE)

6. ADOPTION OF A NEW SHARE AWARD SCHEME AND APPROVAL OF THE NEW SCHEME SHARES MANDATE (RESOLUTION 7 AS PER NOTICE)

Purpose

Participants

Terms of the Awards

Performance Targets

Clawback Mechanism

Scheme Limit

Trustee

7. PRINCIPAL BUSINESS OF THE GROUP

8. VOTING BY POLL

9. NOTICE OF ANNUAL GENERAL MEETING

10. RESPONSIBILITY STATEMENT

11. RECOMMENDATION

12. GENERAL INFORMATION

INDEPENDENT NON-EXECUTIVE DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTOR

Kirsi Kyllikki Tikka – age 68

NON-EXECUTIVE DIRECTOR

Alexander Howarth Yat Kay Cheung – age 53

INDEPENDENT NON-EXECUTIVE DIRECTOR

Kalpana Desai – age 57

INDEPENDENT NON-EXECUTIVE DIRECTOR

BUY-BACK MANDATE

(a) Shareholders’ approval

(b) Source of funds

(c) Maximum number of Shares to be bought back

REASONS FOR BUY-BACK

DISCLOSURE OF INTERESTS

DIRECTORS' UNDERTAKING

SHARE PRICE

SHARE BUY-BACK MADE BY THE COMPANY

TAKEOVERS CODE

4. SHARES FOR THE AWARDS

5. SCHEME LIMIT

6. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

7. RIGHTS ARE PERSONAL TO GRANTEES

8. RIGHTS ON CEASING TO BE A PARTICIPANT AND CLAWBACK MECHANISM

9. REORGANISATION OF CAPITAL STRUCTURE

10. GENERAL OFFER BY WAY OF TAKEOVER

11. COMPROMISE OR ARRANGEMENT

12. WINDING-UP

13. RANKING OF SHARES

14. AUTOMATIC LAPSE OF AWARDS

15. TERMINATION

16. ALTERATION

17. CONDITIONS OF THE NEW SCHEME

18. RESTRICTION ON GRANT

19. CANCELLATION

P Pacific Basin Shipping Limited

ORDINARY RESOLUTIONS

5. “GRANT OF A GENERAL MANDATE TO ISSUE SHARES

6. “GRANT OF A GENERAL MANDATE TO BUY BACK SHARES

Login details for Non-Registered Shareholders

More from Pacific Basin Shipping Limited

Pacific Basin Shipping Limited Proxy Solicitation & Information Statement 2025