American Overseas : Notice of 2026 Annual General Meeting
AOREF
Published on 05/07/2026 at 03:51 am EDT
(a Bermuda company)
Dear Members:
We are pleased to invite you to the 2026 Annual General Meeting of American Overseas Group Limited (the "Company"), which we refer to as the "Annual Meeting". We will hold the Annual Meeting at The Connaught Hotel, Carlos Place, Mayfair, London W1K 2AL, United Kingdom, on Wednesday, June 17, 2026, at 11:00 a.m. local time. The purpose of the Annual Meeting is:
To elect the directors of the Company to serve until the 2027 Annual General Meeting of the Company.
To ratify the appointment of Deloitte Ltd., Hamilton, Bermuda, as the Company's independent auditor for the financial year ending December 31, 2026, until the 2027 Annual General Meeting of the Company, and to authorize the directors of the Company to determine the independent auditor's fee.
To approve the 2026 American Overseas Group Limited Equity Plan.
Enclosed is our Proxy Statement, which explains the matters to be acted upon at the Annual Meeting, and our 2025 Annual Report, which includes our financial statements and schedules for the year ended December 31, 2025. The audited consolidated financial statements for the Company for the year ended December 31, 2025, and accompanying auditor's report will be presented at the Annual Meeting. These materials were published and available to Members along with accompanying press release on or about April 27, 2026 at the Company website aoreltd.com.
Members of record of common shares on the record date of April 27, 2026, (1) who are individuals, may attend and vote at the Annual Meeting in person or by proxy; or (2) that are corporations or other entities, may have their duly authorized representative attend and vote at the Annual Meeting in person or by proxy. A list of all members entitled to attend the Annual Meeting will be open for public examination during regular business hours beginning on or about May 4, 2026, at the registered office of the Company, located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
By order of the board of directors,
Debra J. Roberts
President, Chief Executive Officer and Chair of the Board
May 4, 2026
Hamilton, Bermuda
Information About Our Annual General Meeting 1
Information About Directors, Corporate Governance and Director Compensation 5
Information About Our Executive Officers and Executive Compensation 8
Information About the Owners of Our Common Shares 8
Proposals Recommended by the AOG Board 9
Additional Information 13
We are sending you this Proxy Statement because the board of directors of the Company (the "AOG Board") is soliciting your proxy to vote at the 2026 Annual General Meeting of American Overseas Group Limited ("the Company", "we", "us", or "our"), which we refer to as our "Annual Meeting".
We will hold the Annual Meeting at The Connaught Hotel, Carlos Place, Mayfair, London W1K 2AL, United Kingdom, on Wednesday, June 17, 2026, at 11:00 a.m. local time.
The proposals to be voted on at the Annual Meeting are:
To elect the directors of the Company to serve until the 2027 Annual General Meeting of the Company.
To (i) ratify the appointment of Deloitte Ltd., Hamilton, Bermuda, as the Company's independent auditor for the financial year ending December 31, 2026, until the 2027 Annual General Meeting of the Company; and (ii) to authorize the directors of the Company to determine the independent auditor's fee.
To approve the 2026 American Overseas Group Limited Equity Plan.
This Proxy Statement, and the accompanying Notice of Annual Meeting and Proxy, are first being mailed to members on or about May 4, 2026.
The record date for our Annual Meeting is April 27, 2026 (hereinafter the "Record Date"). Pursuant to the Company's Bye-laws, only registered holders of common shares of the Company at the close of business on the Record Date are entitled to attend and vote at the Annual Meeting. On the Record Date, 46,979 of our common shares
(net of treasury shares held by the Company) were issued. The common shares are our only class of equity securities in issue and entitled to vote at the Annual Meeting.
In general, you have one vote for each common share owned at the Record Date. The following exceptions may apply:
Reduction or Increase of Voting Power Under our Bye-laws
Under our Bye-laws, if you are a U.S. member who controls, directly, indirectly or constructively, as described in our Bye-laws, more than 9.9% of our common shares, your total voting power will be reduced to 9.9% of the total voting power of our common shares. The determination of control is made under the relevant provisions of the Internal Revenue Code of 1986, as amended (the "Code"). These provisions include certain attribution or "constructive ownership" rules under which you may be treated as owning shares that are owned by other persons or entities. In addition, the AOG Board may otherwise limit your voting rights if the AOG Board believes it is necessary to do so to avoid adverse tax, legal or regulatory consequences.
If the voting power of any of our members is reduced under our Bye-laws, this reduction may increase another member's voting power to more than 9.9%. In this case, our Bye-laws would repeatedly reduce the voting power of all affected members until no U.S. member, has voting power of more than 9.9%. If we believe you are a U.S. member who may control more than 9.9% of our common shares, we may ask you to provide us with additional information so that we can verify your ownership and determine if your voting power needs to be reduced. We may disregard the votes of any member who fails to respond to a request for further information or who, in our judgment, submits incomplete or inaccurate information. In addition, because we may not know about your ownership, we request that you contact us promptly if you believe you may control more than 9.9% of the common shares. When you submit your proxy, we will consider the submission confirmation that, to your knowledge, you do not control, and you are not acting on behalf of a member who controls, more than 9.9% of our common shares.
The presence of two (2) or more persons, representing in person or by proxy shares carrying more than 50% of the voting power of our issued common shares as of the Record Date, is necessary to constitute a quorum at the Annual Meeting. Assuming that a quorum is present, the affirmative vote of the holders of a simple majority of the common shares voted at the Annual Meeting in person or by proxy will be required to approve each of the matters to be voted upon at the Annual Meeting.
Pursuant to our Bye-laws, only members that are registered in our register of members as of the Record Date ("Registered Members") are entitled to attend this meeting. If you are a Registered Member and intend to attend and exercise your right to vote in person at the Annual Meeting, you must request an admission ticket in advance. Your request must be received no later than May 31, 2026. You can request an admission ticket by sending a request to the Company addressed to Assistant Secretary, American Overseas Group Limited, Clarendon House, 2 Church Street, Hamilton, HM 11 Bermuda. Upon confirmation that you are a Registered Member as of the Record Date, an admission ticket will be sent to you for your use at the meeting. All attendees will be required to present the admission ticket and a valid, government-issued photo identification (e.g. driver's license or passport) to enter the meeting.
Seating at the Annual Meeting will begin at 10:45 a.m. local time. Prior to entering the meeting, all bags will be subject to search and all persons may be subject to a metal detector and/or hand wand search. Cameras, recording devices and other electronic devices will not be permitted at the meeting. The security procedures may require additional time, so please plan accordingly. We suggest arriving at least 45 minutes early. Registration will close ten minutes before the meeting begins. If you do not provide an admission ticket and valid, government-issued photo identification or do not comply with the other registration and security procedures described above, you will
If you are a Registered Member, you may exercise your vote by completing, signing and returning by mail the enclosed form of proxy so that it is received at least 24 hours before the Annual Meeting, or in person at the Annual Meeting. When you exercise your vote by using the form of proxy, you are instructing another person to vote your shares for you at the Annual Meeting in the manner that you indicate. These persons, called proxies, are named on your proxy card. If you have signed but have not provided instructions in the proxy, your shares will be voted FOR each of the proposals described in this Proxy Statement and set forth on the form of proxy, and in accordance with the proxy holder's discretion as to any other business as may properly come before the Annual Meeting.
If, like many members, you are a beneficial owner and hold your shares in "street name," meaning that you hold your shares through a bank, broker, nominee or other institution, you must instruct that institution how to vote your shares. Such an institution will usually provide you with an appropriate voting instruction form when it sends you this Proxy Statement.
If you are a Registered Member and you use the enclosed form of proxy, you can revoke your proxy or change your voting instructions in one of these ways:
By delivering another proxy dated after your prior proxy no less than 24 hours before the Annual Meeting to the Assistant Secretary of the Company at the address above;
By attending the Annual Meeting and voting in person; or
By delivering a written notice of revocation of your proxy no less than 24 hours before the Annual Meeting to the Assistant Secretary of the Company at the address above.
If you are a beneficial owner, you should contact the institution that holds your shares directly to change your voting instructions.
If you are a Registered Member, you may vote your shares in person even if you have returned a proxy. If you choose to vote your shares in person at the Annual Meeting, please bring your admission ticket, the enclosed proxy card and proof of identification. Even if you plan to attend the Annual Meeting, we recommend that you submit your vote in advance, as described above, so that your vote will be counted if you are unable to attend the Annual Meeting.
If you are a Registered Member and abstain from voting on a proposal, your vote will not count as a vote cast, but the abstention will be represented at the Annual Meeting and will count toward establishing a quorum.
If you are a Registered Member and you do not vote, your shares will not be represented at the Annual Meeting and will not affect the outcome of our proposals. If you are a Registered Member and return a blank but signed proxy card, your shares will be voted in the manner recommended by the AOG Board, which is FOR Proposals 1, 2, 3 and 4. This will generally also be the case for beneficial owners, as explained in more detail below.
If you are a beneficial owner and you do not give voting instructions to your broker, your broker may have discretionary authority to vote your shares for you on certain proposals that are considered routine matters. Brokers who have discretionary authority generally vote in the manner recommended by the AOG Board. When a client does not provide voting instructions for non-routine matters that may not be voted by the broker, the missing votes are called broker non-votes. If broker non-votes occur at the Annual Meeting, the shares in this category will count toward the establishment of a quorum, but the broker non-votes will have no effect on the outcome of those proposals on which the broker does not or cannot vote.
This Proxy Statement and our 2025 Annual Report are available at https://www.aoreltd.com by clicking on "Financial Information".
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There are currently three (3) directors on the AOG Board. The total number of directors who may serve on the AOG Board at any given time is currently set by the AOG Board at three (3), but this number may increase up to a maximum of eleven (11) members. The AOG Board will continue to consist of three (3) directors following the Annual Meeting.
It is proposed that the following three (3) nominees be elected by the members to the AOG Board, as contemplated by Proposal 1:
Ronald J. Ballard
Andrew J. Kirkpatrick
Debra J. Roberts
Set forth below is biographical information concerning each current director and director nominee of the Company including each such individual's principal occupation and the period during which such person has served as a director of the Company, if applicable. Information about share ownership of certain directors and executive officers as of December 31, 2025, can be found under "Directors and Executive Officers-Security Ownership of Executive Officers and Directors" in our 2025 Annual Report delivered herewith.
Age 72
Director since 2011
Ms. Roberts is the President and Chief Executive Officer of the Company, and also serves as Chair of the AOG Board. She also serves as Chairperson and/or Chief Executive Officer of all of the Company's subsidiaries in Barbados and the United States. Since 1993, Ms. Roberts has served as the Chief Executive Officer of Debra Roberts & Associates, Inc. which provides risk transfer consulting and arbitration-related services to the domestic and international reinsurance industries. From 1981 through 1993, Ms. Roberts held various senior positions at three companies within the Swiss Reinsurance Group. She holds an MBA from Fordham University Graduate School of Business and is a Chartered Financial Analyst.
Age 52
Director since 2018
Mr. Kirkpatrick is a director of the Company. Mr. Kirkpatrick is President and director of two of the Company's U.S. subsidiaries: Old American County Mutual Fire Insurance Company and Old American Indemnity Company. Mr. Kirkpatrick received a BBA in Finance and a BA in Psychology from Southern Methodist University. Mr. Kirkpatrick also holds an Associate in Reinsurance and an Associate in Risk Management designation.
Age 58
Director since 2020
Mr. Ballard is Chief Financial Officer of the Company, and also an officer of various direct and indirect subsidiaries of the Company in Barbados and the United States. Mr. Ballard has 32 years of experience in the property and casualty insurance industry. Prior to joining the Company, Mr. Ballard was the CFO of the non-standard automobile and commercial vehicle business for Kemper Corp, and has held a variety of financial and business leadership roles across the property and casualty spectrum at Kemper Corp, f/k/a Unitrin, Inc. Mr. Ballard has a BA in Economics from The University of Texas and a BBA in Accounting from Texas A&M University.
As a Bermuda company, we hold our AOG Board meetings outside of the United States. As of September of 2014, the Company re-domesticated to the United Kingdom for tax purposes. The AOG Board held three general meetings during the financial year ended December 31, 2025: April 23, 2025, June 18, 2025, and September 17, 2025. The AOG Board generally meets in executive session for part of each regularly scheduled meeting.
All directors nominated for re-election to the AOG Board pursuant to this Proxy Statement, attended all of the general meetings of the AOG Board held during the term of their directorship in person in 2025.
Each director of the Company is expected to be present at Annual General Meetings of the Company, absent exigent circumstances that prevent attendance. All of our directors nominated for re-election to the AOG Board pursuant to this Proxy Statement were present in person at the 2025 Annual General Meeting of the Company.
The Company does not have a separate Audit Committee, Governance Committee, and Risk Management Committee. Instead, the functions of these committees are the responsibility of and are carried on by the AOG Board.
For information regarding equity compensation of our directors, please refer to "Directors and Executive Officers-Equity Compensation of Directors" and "Directors and Executive Officers - Equity Compensation of Executive Officers" in our 2025 Annual Report delivered herewith.
It is the policy of our AOG Board that members may suggest director candidates for consideration by the AOG Board by writing to the AOG Board, care of the Assistant Secretary, American Overseas Group Limited, Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda. The AOG Board evaluates all director candidates in the same manner and in accordance with the same criteria, regardless of whether they are nominated by members or identified by the AOG Board.
If a member wishes to propose a director candidate for nomination at the Annual Meeting, then the member must comply with the procedures set forth in the Company's Bye-laws and Bermuda law, as summarized below under "Additional Information - Member Proposals".
The AOG Board has instructed the Assistant Secretary to perform an initial review of all communications directed to them. Communications that are not relevant to the duties and responsibilities of the AOG Board, such as spam, junk mail and advertisements, are not reported to the AOG Board.
Any communications related to the Company's accounting, internal accounting controls or auditing matters will be referred promptly to the Chairman of the AOG Board. Any allegations pertaining to a serious accounting infraction involving senior managers of the Company or any other potentially material complaint would then be investigated as directed by the AOG Board and the results of such investigation would be reported to the AOG Board.
All other communications received by the Assistant Secretary will be forwarded promptly to the specific director(s) to whom they are addressed or otherwise to the non-management directors as a group.
Members and other interested parties who wish to communicate with the Company's directors should direct correspondence to a particular director or to the directors as a group, by e-mail at [email protected] or by regular mail to the Assistant Secretary, American Overseas Group Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
In October of 2014, the Company entered into an Amalgamation Agreement with Orpheus Group Limited ("OGL"), whereby OGL became a wholly-owned subsidiary of the Company. In connection with the amalgamation, the former members of OGL received shares of the Company and promissory notes in the aggregate principal amount of $43.9 million. Former directors Clement S. Dwyer, Jr., Shelley P. Fyfe, Steven J. Tynan and James L. Zech, and current directors Debra J. Roberts and Andrew J. Kirkpatrick, and/or their respective family members, owned approximately 75% of OGL in the aggregate at the time of the amalgamation. They or their family members received shares and/or notes or a combination of both in connection with the amalgamation. The notes issued by the Company mature on October 28, 2039. Interest on the notes is payable in quarterly installments at a fixed rate of 9.0% per annum. As of December 31, 2025, the aggregate principal amount of the Notes was $5.3 million and directors of certain AOG subsidiaries and/or their respective family members held notes payable in the aggregate principal amount of approximately $2.6 million. In connection with a series of restructuring actions undertaken by the Company in April 2021, the Company transferred and conveyed all of its rights, title, interest, duties and obligations under these notes to its subsidiary, Old American Capital Corporation, a Delaware corporation. Also as part of the restructuring, OGL was liquidated and dissolved on July 9, 2021.
Prior to the amalgamation, Old American Capital Corporation ("OACC"), issued a note in the principal amount of $20 million to Gabriele's Pence LLC, with a maturity date of October 28, 2039, with interest on the note being payable in quarterly installments at a fixed rate of 12.0% per annum. On January 1, 2015, OACC issued a series of Secured Senior Notes to the members of Gabriele's Pence, LLC which replaced and superseded the note issued to Gabriele's Pence, LLC. These notes will mature on January 1, 2040 and interest is payable in quarterly installments at a fixed rate of 12.0% per annum. As of December 31, 2025, the aggregate principal amount of the Senior Secured Notes was $10.5 million and directors of OACC and/or their respective family members held notes payable in the aggregate principal amount of approximately $6.1 million.
Effective April 1, 2016, OACC entered into individual Consultancy Agreements with Clement S. Dwyer, Jr. and James L. Zech (the "Consultants") for the Consultants to assist with general corporate issues, as well as loss mitigation strategies for the Company. As of July 1, 2022, under the amended terms of the Consultancy Agreements, the Consultants each receive a fee of $164,004 per contract year, as well as a car allowance of $3,000 per month for the lease of a vehicle.
Our Code of Conduct, which is our code of ethics applicable to all directors, employees and consultants, embodies our principles and practices relating to the ethical conduct of our business and our commitment to honesty, fair dealing and full compliance with all laws affecting our business. A member or any other party may follow the procedures set forth above under "Member and Other Communications to Directors" to anonymously and confidentially report a suspected or actual violation of the Code of Conduct.
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For biographical information regarding our executive officers, Debra J. Roberts, the President and Chief Executive Officer of the Company, and Ronald J. Ballard the Chief Financial Officer of the Company, please refer to the "Director Biographies" section of this Proxy Statement.
For information regarding equity compensation of our executive officers, please refer to "Directors and Executive Officers-Equity Compensation of Executive Officers" in our 2025 Annual Report delivered herewith.
* * *
For information regarding the beneficial ownership of our common shares by our executive officers and directors as of December 31, 2025, please refer to "Directors and Executive Officers - Security Ownership of Executive Officers and Directors" in our 2025 Annual Report delivered herewith.
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The AOG Board has proposed that the members approve the election of the following three (3) nominees to the AOG Board, each to serve as a director of the Company until the next Annual General Meeting of the Company or until their respective successors are elected or appointed:
Ronald J. Ballard
Andrew J. Kirkpatrick
Debra J. Roberts
Biographical information for each nominee is set forth under "Information About Directors, Corporate Governance and Director Compensation" above.
If elected, the term of each nominee will expire at our Annual General Meeting in 2027. The AOG Board has no reason to believe any nominee will not continue to be a candidate or will not be able to serve as a director of the Company if elected. In the event that any nominee is unable to serve as a director, the proxy holders named in the accompanying proxy will vote for the election of such substitute nominee(s) as the AOG Board may propose.
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PROPOSAL TWO
The AOG Board has proposed that the members vote to (i) ratify the appointment of Deloitte Ltd., Hamilton, Bermuda ("Deloitte") to serve as the independent auditor of the Company for the financial year ending December 31, 2026 until the Company's 2027 Annual General Meeting.
Deloitte has served as the independent auditor of the Company for each financial year from 2014 to 2025, inclusive.
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PROPOSAL THREE
The AOG Board has proposed that the members vote to authorize the AOG Board to determine the independent auditor's fee.
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PROPOSAL FOUR
The AOG Board has approved, subject to shareholder approval, the 2026 AOG Equity Plan (the "Equity Plan").
The purposes of the Equity Plan are to attract, retain and motivate key employees of the Company, to compensate them for their contributions to the growth and profits of AOG, and to encourage them to own common shares of AOG, thereby aligning their interest with those of AOG and AOG's other shareholders. A copy of the Equity Plan is attached to the Proxy for consideration of the Members.
The proposed 2026 Equity Plan follows the same structure and scope as the Company's prior equity plan that expired in May of 2023.
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A copy of our Annual Report to members for the year ended December 31, 2025, including financial statements for the year ended December 31, 2025 and the auditor's report thereon, is being mailed to all members with this Proxy Statement. The Annual Report will be presented at the Annual Meeting.
As of the date of this Proxy Statement, we have no knowledge of any business, other than that described herein and customary procedural matters, which will be presented for consideration at the Annual Meeting. In the event any other business is properly presented at the Annual Meeting, it is intended that the persons named in the accompanying form of proxy will have authority to vote such proxy in accordance with their discretion on such business.
Member proposals must be received in writing by the Assistant Secretary of the Company and must comply with the requirements of our Bye-laws in order to be considered for inclusion in our Proxy Statement and form of Proxy relating to such meeting. In particular, the deadline for submitting proposals at an annual general meeting is 120 calendar days before the anniversary of the date of the Proxy Statement relating to the preceding annual general meeting. Proposals should be directed to the attention of the Assistant Secretary, American Overseas Group Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Any such proposal must include: (i) the names and addresses of the members who intend to make the proposal, (ii) a representation that such members are holders of record of shares entitled to vote at such meeting and intend to appear in person or by proxy at the meeting to present the proposal, and (iii) the class and number of shares which are beneficially owned by such members. Our Bye-laws also set forth procedures to have a proposal brought before a general meeting, whether or not it is included in our Proxy Statement. Notice of any such proposal must also be received by us as set forth above by the applicable deadline and must include the information specified in our Bye-laws.
Members who intend to nominate persons for election as directors at the Annual Meeting must comply with the advance notice procedures and other provisions set forth in the Bye-laws of the Company in order for such nominations to be properly brought before the Annual Meeting. Notice of the intention to propose any person for election as a director and of his or her willingness to serve as a director must be given to the Company not less than 90 days before the anniversary of the last annual general meeting, or not less than 10 days prior to the meeting at which directors are to be elected, whichever deadline is earlier. Any such notice shall also include: (a) as to the individual whom such member proposes to nominate for election as a director: (i) the name, age, business address and residence address of such individual, (ii) the principal occupation or employment of such individual, and (iii) the class and number of shares which are beneficially owned by such individual; and (b) as to the member giving the notice:
(i) the name and address, as they appear on the register of members, of such member, (ii) the class and number of shares which are beneficially owned by such member, and (iii) the period of time such shares have been owned.
Additionally, under Bermuda law, members holding not less than five percent of the total voting rights or 100 or more members together may require us to give notice to our members of a proposal to be submitted at an annual general meeting. Generally, notice of such a proposal must be received by us at our registered office in Bermuda (located at American Overseas Group Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda) not less than six weeks before the date of the meeting and must otherwise comply with the requirements of Bermuda Law.
We recommend that any member desiring to make a nomination or submit a proposal for consideration obtain a copy of our Bye-laws. They are available free of charge by submitting a written request to the Assistant Secretary at our registered office, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
The cost of any proxy solicitation will be borne by the Company. We may retain a third-party proxy solicitor to assist in the solicitation of proxies, although we have not entered into any such arrangements as of the date of this Proxy Statement. If we retain a third-party proxy solicitor, we expect to pay the firm a fee of at least $10,000 plus expenses. In addition to solicitation by mail, officers, directors and employees of the Company may solicit proxies by telephone, facsimile, electronic mail or in person, although no compensation will be paid for such solicitation. The Company may also request banks and brokers to solicit their customers who have a beneficial interest in our common shares registered in the names of nominees and will reimburse such banks and brokers for their reasonable out-of-pocket expenses.
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Effective as of June 17, 2026
"AOG" means American Overseas Group Limited, a Bermuda exempted company. "Award" means an award made pursuant to the terms of the Plan to an Eligible
Individual in the form of Share Options, Share Appreciation Rights, Share Awards, Restricted Share Units, Performance Units or Other Awards.
"Award Agreement" means a written document approved in accordance with Section 7 which sets forth the terms and conditions of the Award to the Participant. An Award Agreement may be in the form of a certificate issued by AOG or one of its Subsidiaries which is executed by an officer on behalf of AOG or such Subsidiary but does not require the signature of the Participant.
"Board" means the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended.
"Common Share" means the common shares par value $100 per share of AOG. "Company" means AOG and its Subsidiaries.
"Eligible Individuals" means the individuals described in Section 6 who are eligible for Awards under the Plan.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the applicable rulings and regulations thereunder.
"Fair Market Value" means, with respect to a Common Share on a given date (i) the average of the highest and the lowest quoted selling price of a Common Share as reported by OTC Markets Group Inc. ("OTC"), as displayed within the OTC site OTCIQ.com, within or another exchange as may be designated by the Board, (or, if there were no sales on the valuation date through OTC, the average of the highest and the lowest quoted selling prices as reported by OTC for the most recent day during which a sale occurred), subject to review by the Board, and
(ii) if there is no public market for the Common Share on such date, the Fair Market Value of a Common Share shall be determined in accordance with the valuation methodology approved by the Board, in accordance with generally accepted valuation methodology practices. Notwithstanding the foregoing, with respect to any "stock right" within the meaning of Section 409A of the Code, Fair Market Value shall not be less than the "fair market value" of the shares of Common Shares determined in accordance with the final regulations promulgated under Section 409A of the Code.
"Incentive Share Option" means a Share Option which is an "incentive stock option" within the meaning of Section 422 of the Code and designated by the Board as an Incentive Share Option in an Award Agreement.
"Nonqualified Share Option" means a Share Option which is not an Incentive Share Option.
"Other Award" means any other form of award authorized under Section 13 of the Plan. "Participant" means an Eligible Individual to whom an Award has been granted under
the Plan.
"Performance Unit" means a performance unit granted to an Eligible Individual pursuant to Section 12 hereof.
"Restricted Share Unit" means a restricted share unit granted to an Eligible Individual pursuant to Section 11 hereof.
"Share Appreciation Right" means a right to receive all or some portion of the appreciation on Common Shares granted to an Eligible Individual pursuant to Section 9 hereof.
"Share Award" means a Common Share granted to an Eligible Individual for no consideration other than the provision of services (the value of which must be equal to at least the par value of such shares) or offer for sale to an Eligible Employee at a purchase price determined by the Board, in either case pursuant to Section 10 hereof.
"Share Option" means an Award to purchase Common Shares granted to an Eligible Individual pursuant to Section 8 hereof, which Award may be either an Incentive Share Option or a Nonqualified Share Option.
"Subsidiary" means (i) a corporation or other entity with respect to which AOG, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation's board of directors or analogous governing body, or (ii) any other corporation or other entity in which AOG, directly or indirectly, has an equity or similar interest and which the Board designates as a Subsidiary for purposes of the Plan.
"Substitute Award" means an Award granted in connection with a corporate transaction, such as a merger, amalgamation, combination, consolidation or acquisition of property or shares
upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity.
to select Participants from the Eligible Individuals;
to make Awards in accordance with the Plan;
to determine the number of Common Shares subject to each Award or the cash amount payable in connection with an Award;
to determine the terms and conditions of each Award, including, without limitation, those related to vesting, forfeiture, payment and exercisability, and the effect, if any, of a Participant's termination of employment with the Company, and including the authority to amend the terms and conditions of an Award after the granting thereof (in compliance with Section 409A of the Code, if applicable) to a Participant in a manner that is not, without the consent of the Participant, prejudicial to the rights of such Participant in such Award;
to specify and approve the provisions of the Award Agreements delivered to Participants in connection with their Awards;
to construe and interpret any Award Agreement delivered under the Plan;
to prescribe, amend and rescind rules and procedures relating to the Plan;
to vary the terms of Awards to take account of tax, securities law and other regulatory requirements of foreign jurisdictions;
subject to the provisions of the Plan and subject to such additional limitations and restrictions as the Board may impose, to delegate to one or more officers of the Company some or all of its authority under the Plan;
to employ such legal counsel, independent auditors and consultants as it deems desirable for the administration of the Plan and to rely upon any opinion or computation received therefrom; and
to make all other determinations and to formulate such procedures as may be necessary or advisable for the administration of the Plan.
Provided, however, that, if and to the extent applicable, no member of the Board may act as to matters under the plan specifically relating to such member.
Notwithstanding any other provision of the Plan, the Board shall administer the Plan, and exercise authority and discretion under the Plan, to satisfy the requirements of Section 409A of the Code or any exemption thereto.
The number of shares that are subject to Share Options or other Awards (or portions thereof) that are forfeited, are cancelled, or expire, terminate or lapse unexercised;
The number of shares tendered to pay the exercise price of a Share Option or other Award; and
The number of shares withheld from any Award to satisfy a Participant's tax withholding obligations to the extent permitted by applicable law or, if applicable, to pay the exercise price of a Share Option or other Award.
In addition, any shares underlying Substitute Awards shall not be counted against the Section 5 Limit.
the Participant under the applicable Award Agreement without the written consent of that Participant.
be further transferable only by will or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant. The Board may in its discretion permit transfers of Awards other than those contemplated by this Section 14(a).
arrangements to meet the obligations created under the Plan to deliver Common Shares or payments in lieu thereof with respect to Awards hereunder.
To the extent applicable, it is intended that this Plan and any Awards granted hereunder comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
With respect to any Award issued under the Plan that is subject to Section 409A of the Code, and with respect to which a payment or distribution is to be made upon a termination of service, if the Participant is determined by the Company to be a "specified
employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code and any of the Company's stock is publicly traded on an established securities market or otherwise, such payment or distribution may not be made before the date which is six months after the date of termination of service (to the extent required under Section 409A of the Code).
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American Overseas Group Limited published this content on May 07, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 07, 2026 at 07:50 UTC.