ESR Group Limited Interim Report 2024 Corporate Governance and Other Information 27 Number of options (Note 1) Exercise price (USD) Grant date Exercise Period Vesting Period Held at 1 January 2024 Exercised during the period (Note 2) Cancelled during the period Held at 30 June 2024 0.9445 May 2019 10 years from the grant date Varies from 3 to 4 years and all vested 108,519 (71,250) – 37,269 1.5172 May 2019 10 years from the grant date 4 years 535,519 – – 535,519 13,408,424 (1,437,598) (53,554) 11,917,272 Notes: 1. No share options were granted or lapsed during the six months ended 30 June 2024. 2. The weighted average closing price of the shares immediately before the dates on which the options were exercised was HK$11.12. 3. No share options under the KM ESOP were granted to the Directors or Co-CEOs. 4. No performance targets are applicable to the share options granted under the KM ESOP. No further options will be issued under the KM ESOP in the future. During the six months ended 30 June 2024, since all options holders opted for net share settlement method in lieu of paying in full the exercise price for the number of shares over which the option was exercised, only a net total of 488,525 ordinary shares were issued by the Company for the six months ended 30 June 2024 in satisfaction of the 1,437,598 options so exercised. The shares were issued at nominal value of US$0.001. 2. Tier 1 ESOP Below is a summary of the principal terms of the Tier 1 ESOP of the Company. The terms of the Tier 1 ESOP are not subject to the provisions of Chapter 17 of the Listing Rules. (i) Purpose The Tier 1 ESOP is intended to provide the Company with a flexible means of retaining, incentivising, rewarding, remunerating, compensating and/or providing benefits to selected participants. By aligning the interests of selected participants with those of the Shareholders, participants will be encouraged and motivated to continue their efforts towards enhancing the value of the Company. The options were granted based on the performance of the option holders who have made important contributions to and are important to the long term growth and profitability of the Group. (ii) Selected participants WP OCIM One LLC1, Laurels Capital Investments Limited (“Laurels”), and Redwood Consulting (Cayman) Limited (“Redwood Consulting”). (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. 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.
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