Cambodian casino operator NagaCorp Ltd is seeking shareholder approval for a new share option scheme that would allow the company to grant equity-based incentives to directors and employees over the next decade.
Hong Kong-listed NagaCorp has a long-life casino monopoly in the Cambodian capital Phnom Penh, where it runs the NagaWorld casino-resort complex (pictured).
According to a Wednesday filing, the proposed scheme is due to be adopted at the firm’s annual general meeting scheduled for June 25.
The company said its purpose is to provide incentives or rewards to eligible participants for their contribution to the group and their continued efforts to promote its interests.
Those eligible for the scheme would include directors and employees of NagaCorp and its subsidiaries, including individuals granted options as an incentive to join the company.
Under the proposal, the scheme would remain valid for 10 years from the adoption date. During that period, NagaCorp’s board would have discretion to grant options to selected participants.
The filing stated that the total number of shares that may be issued upon exercise of all options and awards granted under the scheme – as well as any other share schemes operated by the company – would be capped at 10 percent of NagaCorp’s issued share capital as at the adoption date, excluding any treasury shares.
The exercise price of any options granted under the scheme would be determined by the board, but could not be lower than the highest of three benchmarks: the closing share price on the grant date; the average closing share price over the five business days preceding the grant date; or the nominal value of the shares.
The proposed scheme includes a minimum vesting period of 12 months, although shorter vesting periods may be permitted in specific circumstances.
NagaCorp noted that there would be no mandatory performance targets or clawback provisions attached to options unless the board chooses to impose such conditions when making individual grants.
Moreover, any grant that would result in an eligible participant receiving more than 1 percent of the company’s issued shares over a rolling 12-month period would require approval from shareholders, per the proposal document.
Additional approval requirements would apply to grants involving directors, chief executives, substantial shareholders and their associates.
In March, NagaCorp had reported full-year 2025 net profit of US$309.9 million, up more than 180 percent from 2024. The firm also declared a final dividend for 2025 of US$0.0109 per share – amounting to US$48.3 million in aggregate –, to be paid on August 7.
