ESR Group IR2024 eBook EN

STRENGTH IN UNITY Corporate Governance and Other Information 24 6. For each of Mr. Jinchu Shen and Mr. Stuart Gibson, as of 30 June 2024, 261,200 Shares underlying the PSUs were vested, 587,700 Shares were lapsed, with the remaining 130,600 Shares to be vested in 2025. On 20 July 2023, each of Mr. Jinchu Shen and Mr. Stuart Gibson was granted 280,910 Shares underlying the PSUs (will vest in three equal tranches in the second quarter of 2025, 2026 and 2027 respectively, and a payout multiplier (0 to 150%) tied to the achievement level of the pre-determined targets will be applied. The maximum number of Shares underlying the PSUs based on 150% vesting is 421,365); and 280,910 Shares underlying the RSUs (will vest in four equal tranches on the first, second, third and fourth anniversaries of the grant date, subject to fulfilment of relevant vesting conditions). 7. JL Investment Group Limited, JL Investment Group II Limited and JL Electron (BVI) Limited directly holds 101,984,984 Shares, 90,984,985 Shares and 34,889,518 Shares respectively, and all of 3 companies are 100% controlled by Mr. Hwee Chiang Lim. 8. The transfer of Shares from RIC to Sequoia Investco was completed on 5 April 2024. In connection therewith RIC or its affiliate will have right to receive certain interests in Sequoia Investco or its affiliate, and Sequoia Investco or its affiliate is under an obligation to pay RIC or its affiliate a cash consideration if certain conditions are met. 9. Sequoia Investco is ultimately owned by BSS SCG GP Holdings L.L.C. through various corporations. 10. Tan Kheng Lian directly owned 67.9% shareholdings of Tan Chin Tuan Pte. Ltd., which indirectly holds the Shares of the Company, by different corporations controlled. Save as disclosed above, as at 30 June 2024, the Directors were not aware of any persons (who were not Directors or Chief Executives of the Company) who had an interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under Divisions 2 and 3 of Part XV of the SFO, or which would be required, pursuant to section 336 of the SFO, to be entered in the register of the Company referred to therein. KM ESOP, TIER 1 ESOP, POST-IPO SHARE OPTION SCHEME AND THE LONG TERM INCENTIVE SCHEME 1. KM ESOP Below is a summary of the principal terms of the KM ESOP of the Company. The terms of the KM ESOP are not subject to the provisions of Chapter 17 of the Listing Rules. (i) Purpose The purpose of the KM ESOP is to incentivise or reward eligible participants for their contribution towards the Company’s operations, so as to: (a) motivate and encourage recipients to continue to perform well; (b) to retain the services of recipients whose work is vital to the growth and continued success of the Company; and (c) to link the personal interests of members of the Board and the employees with those of the Shareholders. (ii) Who may join The Board may, at its discretion, grant an option to any director or employee of the Group, or any director or employee of any company which is under the control of the Company (an “Eligible Person”). (iii) Classes of shares that may be issued Under the KM ESOP, ordinary shares may be issued. For the six months ended 30 June 2024, the Company has issued 488,525 ordinary shares under the KM ESOP. (iv) Maximum number of shares At 30 June 2024, the number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the KM ESOP at any time shall not exceed 11,917,272 Shares (approximately 0.28% of number of the issued shares of the Company as at 30 June 2024). (v) Maximum entitlement of each participant The scheme does not set a limit of maximum entitlement of each participant under the scheme. (vi) Period within which the securities must be taken up under an option An option shall lapse automatically (to the extent not already exercised and subject always to the terms and conditions upon which the option was granted) on the earliest of: (a) the tenth anniversary of the date of grant; (b) the expiry of three months from the date on which the participant ceases to be an Eligible Person;

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