Lesaka Technologies Inc

1. 1

   APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(C), THE GRANT OF A SHARE OPTION TO MR. ALI MAZANDERANI, OUR EXECUTIVE CHAIRMAN, PURSUANT TO A SHARE OPTION AGREEMENT

   ManagementBoard: FOR

   Shareholders are asked to approve a board-granted option award of 1,000,000 options to Executive Chairman Ali Mazanderani at an exercise price of $5.00 per share, subject to vesting based on continuous employment through April 1, 2028 and exercisable after April 1, 2029; approval is required to comply with Nasdaq Listing Rule 5635(c).

   More detail

   This management proposal asks shareholders to ratify a board-approved share option award to Executive Chairman Ali Mazanderani—1,000,000 options at a $5.00 exercise price—so the company complies with Nasdaq Listing Rule 5635(c). Management seeks shareholder approval because the Option Agreement conditions issuance on shareholder authorization and the option would otherwise be forfeited; Nasdaq rules require shareholder approval for equity awards to officers. The award vests only if Mr. Mazanderani remains continuously employed through April 1, 2028, is exercisable after April 1, 2029, and expires April 1, 2030, with no automatic acceleration on termination or change in control absent committee action. The option is structured to align his incentives with shareholders by delivering value only if the share price appreciates above the exercise price and by providing a near-term incentive relative to his existing out-of-the-money prior awards. Company disclosure flags potential dilution and accounting expense (ASC 718) and estimates a grant-date fair value and expected compensation charges over fiscal years if approved and vested. The Board’s stated rationale emphasizes retention of a key executive and alignment of long-term shareholder value, while the materials disclose that the award is not granted under the 2022 stock incentive plan and that the committee has broad discretion over administration, exercise methods, and adjustments for corporate events. Key governance considerations for investors include the relatively large size of the grant (1,000,000 options, potential incremental ownership impact), lack of special acceleration protections for termination or change in control, the exercise price relative to market at grant, and the tax/deduction limitations under Section 162(m). Overall, the proposal is a routine Nasdaq-rule compliance vote that also raises standard executive-compensation governance issues (dilution, vesting conditions, alignment vs. near-term incentivization) that investors should weigh against the Board’s retention and alignment arguments.

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When is the Lesaka Technologies Inc 2026 special meeting?

Lesaka Technologies Inc (LSAK) holds its 2026 special shareholder meeting on Monday, August 3, 2026.

What is the record date for the Lesaka Technologies Inc 2026 meeting?

The record date for the Lesaka Technologies Inc 2026 meeting is Monday, June 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Lesaka Technologies Inc's 2026 meeting?

The board is presenting 10 director nominees at the Lesaka Technologies Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Lesaka Technologies Inc 2026 meeting?

Shareholders will vote on 1 proposal at the Lesaka Technologies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.