Pony AI to Hold EGM for Key Governance Amendments, New Share Scheme, and Executive RSU Approvals

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Pony AI Inc. is convening an Extraordinary General Meeting (EGM) to address several critical corporate actions. The most significant is the proposed amendment of its Memorandum and Articles of Association to comply with Hong Kong Listing Rules, including changes to voting rights, quorum requirements, and restrictions on creating new share classes with superior voting rights. This is a crucial step in fulfilling a waiver condition from the HKEX. Additionally, the company seeks approval for a new 2026 Share Scheme, which will replace the existing plan and allow for future equity grants. This scheme includes a substantial overall limit of 10% of issued shares and a 1% limit for service providers. The EGM will also vote on general mandates to issue up to 20% and repurchase up to 10% of shares, and specifically approve the conditional grants of 1,400,000 Restricted Share Units (RSUs) to CEO Dr. Jun Peng and 600,000 RSUs to CTO Dr. Tiancheng Lou. These RSU grants, valued at approximately $26.4 million, represent a significant incentive package for key executives, aiming to align their interests with long-term company performance and retention. The combination of these governance, capital, and incentive-related proposals makes this a very important filing for investors.

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• Corporate Governance Amendments

  Shareholders will vote on amendments to the Memorandum and Articles of Association to comply with Hong Kong Listing Rules, including changes to voting rights, general meeting quorum, and restrictions on creating new share classes with superior voting rights. This fulfills a key condition of the company's HKEX listing waiver.

• New 2026 Share Scheme Adoption

  The company proposes to adopt a new 2026 Share Scheme with a maximum limit of 10% of total issued shares (approximately 43.35 million shares) and a 1% limit for service providers, replacing the 2016 Share Plan.

• Executive RSU Grants for Approval

  Shareholders are asked to approve the conditional grant of 1,400,000 Restricted Share Units (RSUs) to CEO Dr. Jun Peng and 600,000 RSUs to CTO Dr. Tiancheng Lou under the new scheme. These grants are valued at approximately $26.4 million based on the current stock price.

• General Mandates for Capital Actions

  The EGM will also consider granting general mandates to the Directors to issue up to 20% of the company's issued shares and to repurchase up to 10% of its shares.

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Pony AI Inc. is convening an Extraordinary General Meeting (EGM) to address several critical corporate actions. The most significant is the proposed amendment of its Memorandum and Articles of Association to comply with Hong Kong Listing Rules, including changes to voting rights, quorum requirements, and restrictions on creating new share classes with superior voting rights. This is a crucial step in fulfilling a waiver condition from the HKEX. Additionally, the company seeks approval for a new 2026 Share Scheme, which will replace the existing plan and allow for future equity grants. This scheme includes a substantial overall limit of 10% of issued shares and a 1% limit for service providers. The EGM will also vote on general mandates to issue up to 20% and repurchase up to 10% of shares, and specifically approve the conditional grants of 1,400,000 Restricted Share Units (RSUs) to CEO Dr. Jun Peng and 600,000 RSUs to CTO Dr. Tiancheng Lou. These RSU grants, valued at approximately $26.4 million, represent a significant incentive package for key executives, aiming to align their interests with long-term company performance and retention. The combination of these governance, capital, and incentive-related proposals makes this a very important filing for investors.