BOC Aviation : Announcements and Notices - GRANT OF AWARDS UNDER THE RESTRICTED SHARE UNIT LONG TERM INCENTIVE PLAN

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BOC AVIATION LIMITED

中 銀 航 空 租 賃 有 限 公 司 *

(Incorporated in the Republic of Singapore with limited liability)

Stock code: 2588

GRANT OF AWARDS UNDER THE

RESTRICTED SHARE UNIT LONG TERM INCENTIVE PLAN

The Board is pleased to announce that the Company granted Awards of restricted share units in respect of an aggregate of 820,600 Shares to Participants on 7 May 2021 pursuant to the Plan.

1. Introduction
   Reference is made to the announcement of the Company dated 31 January 2018 in relation to the adoption of the Plan by the Company.
   On 7 May 2021, the Company granted Awards of RSUs in respect of an aggregate of 820,600 Shares to Mr. Robert Martin and Mdm. Zhang Xiaolu, both Executive Directors of the Company, certain directors of subsidiaries of the Company (the "Subsidiary Directors") and certain other employees of the Group (collectively, the "Participants") pursuant to the Plan. Grants of Awards of RSUs to Senior Management of the Company have been approved by the Remuneration Committee.
2. Grant of Awards
   Pursuant to the Plan Rules, the Trustee purchased from the secondary market an aggregate of 820,600 Shares for a total consideration of approximately HK$60.8 million for the purpose of satisfying the RSU grants which were made on 7 May 2021. Such Shares are currently held by the Trustee in accordance with the Plan Rules.

• For identification purpose only

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The 820,600 Shares underlying the RSUs granted to the Participants represent approximately 0.12% of the issued share capital of the Company as at the date of this announcement and have a market value of approximately HK$59.1 million, based on the closing price of HK$72.00 per Share as quoted on the Stock Exchange on 7 May 2021.

Details of the Participants and the corresponding number of Shares underlying the RSUs granted are set out below:

		Number of
		Shares
		underlying
		the RSUs
Participants	Position	granted
Mr. Robert James Martin	Executive Director	81,411
Mdm. Zhang Xiaolu	Executive Director	44,409
Certain directors of subsidiaries of the Company	Subsidiary Directors	209,226
Employees of the Group other than
the Executive Directors and
Subsidiary Directors mentioned above	-	485,554
Total		820,600

Each of the Executive Directors and the Subsidiary Directors is a connected person of the Company, and the grant of Awards to each of them constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the grant of Awards to each of the Executive Directors and Subsidiary Directors forms part of the remuneration package under their respective service contracts with the Company, such grants are exempt from the reporting, announcement and independent shareholders' approval requirements pursuant to Rule 14A.73(6) and Rule 14A.95 of the Listing Rules. The Executive Directors abstained from voting on the relevant resolutions of the Board approving the grant of Awards to themselves.

3. Vesting of Awards

Subject to the terms and conditions of the Plan and the fulfilment of all conditions to the vesting of the Award, the Shares underlying each Award will vest in favour of the relevant Participants in December 2023.

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4. Definitions

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"Adoption Date"

"Award"

"Board"

"Company"

18 December 2017

an award granted under the Plan in the form of an RSU

the board of Directors

BOC Aviation Limited, a company incorporated under the laws of Singapore with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

"Directors"

"Group"

"Listing Rules"

"Plan"

the directors of the Company

the Company and its subsidiaries

The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

the restricted share unit long term incentive plan adopted by the Company on the Adoption Date, as may be amended from time to time in accordance with the provisions therein

"Plan Rules"

"Remuneration Committee"

"RSU"

"Senior Management"

the rules governing the Plan adopted by the Company on the Adoption Date

a sub-committee of the Board

a restricted share unit, which is a contingent right to receive Shares, awarded pursuant to the Plan

Managing Director and Chief Executive Officer, Vice Chairman and Deputy Managing Director, Deputy Managing Director and Chief Financial Officer, Deputy Managing Director and Chief Operating Officer, Chief Commercial Officer (Asia Pacific and the Middle East) and Chief Commercial Officer (Europe, Americas and Africa)

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"Shares"

"Stock Exchange"

"Trustee"

Hong Kong, 7 May 2021

fully paid ordinary shares in the share capital of the Company or, if there has been a sub-division, reduction, consolidation, reclassification or reconstruction of the share capital of the Company, the shares forming part of the ordinary share capital of the Company of such nominal amount as shall result from any such sub-division, reduction, consolidation, reclassification or reconstruction

The Stock Exchange of Hong Kong Limited

Computershare Hong Kong Trustees Limited, a company registered in Hong Kong

By Order of the Board

BOC Aviation Limited

Zhang Yanqiu Juliana

Company Secretary

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Chen Huaiyu as Chairman and Non-executive Director, Mdm. Zhang Xiaolu and Mr. Robert James Martin as Executive Directors, Mr. Li Mang, Mr. Liu Chenggang, Mr. Wang Zhiheng and Mdm. Zhu Lin as Non-executive Directors and Mr. Dai Deming, Mr. Fu Shula, Mr. Antony Nigel Tyler and Dr. Yeung Yin Bernard as Independent Non-executive Directors.

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