ESR Group Limited Interim Report 2023 Corporate Governance and Other Information 31 On 7 June 2023, the shareholders of the Company has approved at the 2023 annual general meeting (the “2023 AGM”) to amend certain terms of the Post-IPO Share Option Scheme, among of those, the maximum aggregate number of Shares which may be allotted and issued under the Scheme when aggregated with the maximum number of Shares which may be allotted and issued or transferred under Other Schemes must not exceed 5 per cent. of the total number of Shares in issue as at (a) the date of 2023 AGM, being 219,688,481 Shares; or (b) the New Approval Date (the “Scheme Mandate Limit”). The maximum aggregate number of Shares which may be allotted and issued under this Scheme to service providers when aggregated with the maximum number of Shares which may be allotted and issued or transferred to Service Providers under Other Schemes must not exceed 1 per cent. of the total number of Shares in issue as at (a) the date of 2023 AGM, being 43,937,696 Shares; or (b) the New Approval Date (the “Service Provider Sublimit”). As at the date of this report, the total number of shares available for issue under the Post-IPO Share Option Scheme is 18,228,200, representing approximately 0.42% of the issued share capital of the Company as at the date of this report. (v) Maximum entitlement of a grantee Unless approved by our Shareholders, the total number of Shares issued and to be issued upon exercise of the options granted and to be granted under the Post-IPO Share Option Scheme and any other share option scheme(s) of our Company to each selected participant (including both exercised and outstanding options) in any 12-month period shall not exceed 1% of the total number of Shares in issue (the “Individual Limit”). (vi) Performance target The Post-IPO Share Option Scheme does not set out any performance targets that must be achieved before the options may be exercised. However, the Board or its delegate(s) may at their sole discretion specify, as part of the terms and conditions of any option, such performance conditions that must be satisfied before the option can be exercised. (vii) Subscription price The amount payable for each Share to be subscribed for under an option (“Subscription Price”) in the event of the option being exercised shall be determined by the Board but shall be not less than the greatest of: (a) the closing price of a Share as stated in the daily quotations sheet issued by the Stock Exchange on the date of grant; (b) the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the five business days immediately preceding the date of grant; and (c) the nominal value of the Shares.
RkJQdWJsaXNoZXIy MTIwODcxMw==