Sun Art Retail Group seeks shareholder approval for employee trust scheme changes

Sun Art Retail Group Limited has announced an extraordinary general meeting (EGM) to be held on Thursday, December 4, 2025, to consider and approve proposed amendments to its Auchan Scheme and RT-Mart Scheme employee trust benefit schemes. These amendments, detailed in a circular dated November 14, 2025, aim to regulate the redemption of Trust Units and optimize scheme rules following a board resolution to cease granting further Trust Units. The company emphasizes that existing Trust Units under Restricted Period will gradually unfreeze, ensuring workforce stability after a recent change of control.

The management committees of both schemes have resolved not to grant further Trust Units, with eligible participants no longer able to purchase, acquire, or obtain Trust Units, save for transfers to the Settlor under new arrangements. Trust Units purchased with Employee's Contribution will transfer to the Settlor on the first Trust Unit Transaction Date after the Resolution. Trust Units acquired with Employer's Contribution and Retirement Saving Contribution (subject to a Lock-up Period) will gradually transfer to the Settlor in instalments within five years after the Resolution, with specific conditions regarding acquisition dates and Lock-up Period expiry.

The proposed amendments constitute material alterations to the terms and conditions of a share scheme and require shareholder approval. The EGM will also address the authorization of the company's directors to implement the adoption of these amended schemes. As of the latest practicable date, the Auchan Scheme holds 2,089,632.65 Trust Units and the RT-Mart Scheme holds 2,644,185.18 Trust Units, all vested with Selected Participants, with a significant portion remaining under a Restricted Period.