Directors’ Report ESR Group Limited Annual Report 2023 95 (ii) Selected participants WP OCIM One LLC (Note 1) , Laurels Capital Investments Limited (“Laurels”), and Redwood Consulting (Cayman) Limited (“Redwood Consulting”). No amount is payable on the grant of option(s). (iii) Administration The Board has full authority to administer the Tier 1 ESOP, including authority to interpret and construe any of its provisions and to adopt any regulations and any documents it thinks necessary or appropriate. The Board’s decision on any matter connected with the Tier 1 ESOP will be final and binding on all parties. (iv) Term of the Tier 1 ESOP The Tier 1 ESOP will not be terminated while options are outstanding. (v) Classes of shares that may be issued under the Tier 1 ESOP Under the Tier 1 ESOP, ordinary shares may be issued. For the year ended 31 December 2023, no ordinary shares were issued. (vi) Maximum number of shares and maximum entitlement of each participant The number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Tier 1 ESOP at any time shall not exceed 7,799,856 Shares as at the date of this report (approximately 0.19% of the issued share capital of the Company as at the date of this report). The scheme does not set a limit of maximum entitlement of each participant under the scheme. (vii) Exercise price The Exercise Price is US$0.46 per option which was determined by reference to the then valuation and future prospect of the Company. (viii) Straight-line vesting 36.91% of the options (the “Vested Percentage”) vested on the date of grant, and the remainder of the options vest daily on a straight line basis until 20 January 2021 (the “Vesting Period”). (ix) Conditions of exercise Conditions are attached to the grant of the options to each participant, which contain specific conditions in the event of a default or other leaver event which apply to the particular participant. (x) Vesting events If the following events occur, the options will vest in full: (a) a strategic competitor acquires more than 29% of the fully diluted share capital or becomes the largest shareholder in the Company; (b) except where a successor company obtains control and exchanges the options under Tier 1 ESOP for new options on economically equivalent terms, any person obtains control of the Company (i.e. acquires the right to exercise more than 50% of the controlling rights in the Company); (c) there is a sale of all or substantially all of the shares in the Company by way of a trade sale or by way of a sale to a third party; Note: 1. By reference to the announcements of the Company dated 24 November 2020 and 30 December 2020, Laurels Capital Investments Limited entered into a sale and purchase agreement dated 23 December 2020 in respect of an acquisition of 30,000,000 shares of the Company and 3,899,928 options in respect of shares of the Company, both from WP OCIM One LLC. CORPORATE GOVERNANCE FINANCIAL STATEMENTS STRATEGIC REPORTS
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