FORWARD TOGETHER Directors’ Report 96 (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 2022, under the Tier 1 ESOP 13,410,571 ordinary shares were issued. (vi) Maximum number of shares 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 0.18% of the issued share capital of the Company as at the date of this report). (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 our 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 our 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 our Company by way of a trade sale or by way of a sale to a third party; (d) there is a disposal by one or more transactions of all or substantially all of the business of the Company; (e) there is a sale of all or substantially all of the shares in a project company or member of the Group to which a senior manager provides services or by which a senior manager is employed, as appropriate, by way of trade sale or by way of sale to a third party or there is a disposal of all or substantially all of the business of the project company or a member of the Group to which a senior manager provides services or by which the relevant senior manager is employed; or (f) there is a solvent winding-up of the Company.
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