ESR Group Limited Annual Report 2023 79 MALUS AND CLAWBACK Malus and clawback provisions are in place to allow the Board the discretion, in the event of serious misconduct, a material misstatement in the Company’s financial statements or other circumstances, to reduce the number of shares underlying the awards and/or share options before they are vested or exercised; and/or to reduce or clawback any shares which have already been transferred to the participant upon vesting or exercise. The circumstances in which the Board may consider that it is appropriate to exercise its discretion may, without limitation, include the following: (i) a material misstatement or restatement in the audited financial accounts of any Group Company (other than as a result of a change in accounting practice); (ii) the negligence, fraud or serious misconduct of a Grantee which results in or is reasonably likely to result in: (a) significant reputational damage to any Group Company (or to a relevant business unit of any Group Company); (b) a material adverse effect on the financial position of any Group Company (or to a relevant business unit of any Group Company); or (c) a material adverse effect on the business opportunities and prospects for sustained performance or profitability of any Group Company (or to a relevant business unit of any Group Company); or (iii) the Grantee being employed or engaged by any Group Company (or the relevant unit of any Group Company) that suffers: (a) significant reputational damage; (b) a material adverse effect on its financial position; or (c) a material adverse effect on its business opportunities and prospects for sustained performance or profitability. STRATEGIC REPORTS CORPORATE GOVERNANCE FINANCIAL STATEMENTS
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