One Click Group Terminates 4.4 Million Employee Performance Rights Due to Unmet Vesting Criteria

Details on the 4.4 Million Employee Performance Rights Lapse in the 1CGAC Class on 30 June 2026

On 30 June 2026, One Click Group lodged an Appendix 3H with the ASX, officially notifying that 4,406,250 securities under the code 1CGAC — classified as Employee Performance Rights — had ceased. The Appendix 3H filing is required whenever securities lapse, expire, or are cancelled, ensuring timely market updates on a company’s Issued Capital.

The company stated that these conditional rights lapsed because the attached vesting conditions were either not met by the deadline or became impossible to satisfy. This outcome is typical for performance rights tied to specific operational, financial, or share price targets. The company did not disclose the exact nature or timeframe of these conditions in this update.

Impact of the Employee Performance Rights Lapse on One Click Group’s Issued Capital

Following the lapse, the 1CGAC class of unquoted Equity securities now stands at zero. This means the entire tranche of employee performance rights in this class has been extinguished without issuing shares or any cash payment from the company. The Appendix 3H confirmed no consideration was paid, consistent with typical performance rights plan rules.

From a capital management viewpoint, this lapse removes a potential dilution source. Performance rights, when vested and exercised, usually convert into new ordinary shares. Therefore, cancelling 4,406,250 rights means these shares will not be added to the ordinary share count, preserving existing shareholders’ interests.

One Click Group’s Ordinary Shares and Remaining Options After the Cessation

After this change, One Click Group’s quoted ordinary fully paid shares (ASX:1CG) remain at 1,307,286,148. The company also has 36,540,346 quoted options under the code 1CGO, expiring on 17 November 2026. These figures, reported in Part 3 of the Appendix 3H, are used by ASX to calculate the company’s total Market Capitalisation.

It is important to note that the Appendix 3H data is automatically generated and may not fully reflect current issued capital if other forms like Appendix 2A or 3G are being processed simultaneously by ASX. Investors should cross-check with the company’s latest Annual Report or subsequent capital disclosures for a definitive capital structure snapshot.

Remaining 55.4 Million Performance Rights in the 1CGAB Class Still Outstanding

Although the 1CGAC employee performance rights have fully lapsed, One Click Group still holds 55,400,000 unquoted performance rights under the separate 1CGAB class. These rights remain active on the company’s capital table as of this update. The company did not provide details on the vesting conditions, expiry dates, or performance hurdles for the 1CGAB rights.

These 55.4 million performance rights represent a significant potential future issuance of ordinary shares if conditions are met. Relative to approximately 1.307 billion ordinary shares, this equates to roughly 4.2% of the current share count on a fully diluted basis from this class alone, although no guidance on timing or likelihood was given.

453 Million Unquoted Options Expiring in December 2027 Constitute Largest Remaining Dilutive Class

Beyond performance rights, the largest component of One Click Group’s unquoted securities is the 1CGAD class: 453,086,420 options expiring 27 December 2027 with an exercise price of $0.01. This dwarfs both the performance rights and quoted options in volume. If all options are exercised, the aggregate proceeds would be approximately $4.53 million, based on the exercise price and security count disclosed in the Appendix 3H.

Given the low exercise price, these options are considered deeply in-the-money relative to typical trading prices of 1CG shares, so the market likely factors in a high probability of exercise before expiry. The potential issuance of 453 million new shares — about 34.7% of the current ordinary share count — is a structural feature investors should consider when evaluating the stock.

Reason for No Consideration Paid on the Lapsed 1CGAC Rights

The Appendix 3H explicitly states that One Click Group is not paying any consideration to former holders upon cessation of the 1CGAC rights. This aligns with typical Australian equity incentive plans where rights vest only if predefined conditions are met. If conditions fail, rights lapse without shares, cash, or substitute benefits.

This approach complies with ASX Listing Rules and the Corporations Act 2001, designed to align employee incentives with Shareholder interests — rewarding performance only when targets are achieved and avoiding value transfer when they are not. The lapse thus reflects a built-in accountability mechanism rather than a unilateral company action.

Effect of the Rights Lapse on One Click Group’s Dilution Outlook

With the 1CGAC class at zero, the total unquoted securities pool has decreased by 4,406,250. The dilution profile now mainly involves 453,086,420 unquoted options (1CGAD), 55,400,000 performance rights (1CGAB), and 36,540,346 quoted options (1CGO). Together, these represent a theoretical maximum of about 544.6 million potential new shares, though actual conversion depends on meeting conditions or paying exercise prices, and some securities may lapse as 1CGAC did.

The removal of the 1CGAC tranche slightly reduces maximum dilution, but the overall impact is limited given the much larger 1CGAD option pool. Investors will likely watch for any issuance of replacement performance rights or restructuring of employee incentives before the next reporting period. No such plans were disclosed.

Context on One Click Group’s Use of Performance Rights for Employee Incentives

Performance rights are a common equity incentive among ASX-listed companies, especially smaller and mid-cap firms aiming to attract and retain talent without immediate cash outflows. Unlike options, performance rights usually have no exercise price — employees receive shares free upon meeting vesting conditions. This makes them a cost-effective retention tool but means dilution is the sole cost to shareholders if rights vest.

For One Click Group, operating in digital services and technology, using performance rights aligns with sector standards. The lapse of the 1CGAC class indicates at least one employee cohort or rights tranche failed to meet performance benchmarks during the measurement period. The company did not disclose affected holders or specific targets, consistent with confidentiality norms.

What Investors Should Monitor Following the 1CGAC Rights Cessation

The immediate share price impact of cancelling 4,406,250 employee performance rights was not evident from public information. The termination of a relatively small unquoted securities tranche is unlikely to be a material market-moving event alone but enhances understanding of the company’s equity structure and performance hurdle enforcement.

Going forward, key investor milestones include the expiry of 1CGO quoted options on 17 November 2026, any new performance rights or options issuances, and the ongoing vesting status of the 55,400,000 1CGAB performance rights. The 1CGAD options expiring December 2027 will remain a significant capital structure element. Material changes to these securities would be disclosed through further Appendix 3H, 3G, or 2A filings per ASX continuous disclosure rules.