ESR Group Limited Interim Report 2024 Corporate Governance and Other Information 31 3. Post-IPO Share Option Scheme The following is a summary of the principal terms of the Post-IPO Share Option Scheme conditionally adopted by the resolutions of the Shareholders passed at an extraordinary general meeting held on 12 October 2019. (i) Purpose of the Post-IPO Share Option Scheme The purpose of the Scheme is to provide incentives to participants to contribute to the Company and to enable the Company to recruit high caliber employees and attract or retain human resources that are valuable to the Group. (ii) Selected participants to the Post-IPO Share Option Scheme Any individual, being an employee, Executive Director and Non-executive Director (including Independent Non-executive Director), agent or consultant of the Company or its subsidiary who the Board or its delegate(s) considers, at their sole discretion, to have contributed or will contribute to the Group is entitled to be granted options. However, no individual who is resident in a place where the grant, acceptance or exercise of options pursuant to the Post-IPO Share Option Scheme is not permitted under the laws and regulations of such place or where, in the view of the Board or its delegate(s), compliance with applicable laws and regulations in such place makes it necessary or expedient to exclude such individual, is eligible to be offered or granted options. (iii) Classes of shares that may be issued under the Post-IPO Share Option Scheme Ordinary shares. (iv) Maximum number of Shares The total number of Shares which may be issued upon exercise of all options to be granted under the PostIPO Share Option Scheme is 303,658,464, being no more than 10% of the Shares in issue on completion of the Global Offering. On 7 June 2023, the shareholders of the Company has approved at the 2023 annual general meeting (the “2023 AGM”) to amend certain terms of the Post-IPO Share Option Scheme, among of those, the maximum aggregate number of Shares which may be allotted and issued under the Scheme when aggregated with the maximum number of Shares which may be allotted and issued or transferred under Other Schemes must not exceed 5 per cent. of the total number of Shares in issue as at (a) the date of 2023 AGM, being 219,688,481 Shares; or (b) the New Approval Date (the “Scheme Mandate Limit”). The maximum aggregate number of Shares which may be allotted and issued under this Scheme to service providers when aggregated with the maximum number of Shares which may be allotted and issued or transferred to Service Providers under Other Schemes must not exceed 1 per cent. of the total number of Shares in issue as at (a) the date of 2023 AGM, being 43,937,696 Shares; or (b) the New Approval Date (the “Service Provider Sublimit”). As at the date of this report, the total number of Shares available for issue under the Post-IPO Share Option Scheme is 17,569,300, representing approximately 0.41% of the issued share capital of the Company as at the date of this report.
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