ESR Group IR2024 eBook EN

STRENGTH IN UNITY Corporate Governance and Other Information 34 4. Long Term Incentive Scheme The following is a summary of the principal terms of the long term incentive scheme (the “Long Term Incentive Scheme”) adopted and approved by the Shareholders at an annual general meeting held on 2 June 2021 (the “Adoption Date”). (i) Purpose The purpose of the Long Term Incentive Scheme is to attract skilled and experienced personnel, to incentivise them to remain with the Group and to motivate them to strive for the future development and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company. (ii) Who may join Those eligible to participate in the Long Term Incentive Scheme include employees, Executive Directors and Non-executive Directors (including Independent Non-executive Directors), service provider (means an individual consultant, individual independent contractor, or individual self-employed contractor who provides services to the Group on a continuing and recurring basis in its ordinary and usual course of business which are in the interests of the long-term growth of the Group, including but not limited to the provision of construction, property management, design, real estate brokerage, business integration and business transformation services (but excluding placing agents or financial advisers providing advisory services for fundraising, mergers or acquisitions and professional service providers such as auditors or valuers who provide assurance or are required to perform their services with impartiality and objectivity) of the Group (“Participants”). Participants may receive, at the absolute discretion of the Board, Awards under the Long Term Incentive Scheme. Each Participant who accepts the offer of the grant of an award (“Award”, an award of RSUs and/or PSUs to be granted to a Participant under the Long Term Incentive Scheme (where a performance share unit (“PSU”), being a contingent right to receive a Share (or a Cash Payment) subject to certain terms and conditions (including performance-based vesting conditions) as set out in the Long Term Incentive Scheme and the relevant Grant Letter; a restricted share unit (“RSU”), being a contingent right to receive a Share (or a Cash Payment) subject to certain terms and conditions (including performance-based vesting conditions) as set out in the Long Term Incentive Scheme and the relevant Grant Letter) under the Long Term Incentive Scheme is a “Grantee”. (iii) Administration The Long Term Incentive Scheme will be subject to the administration of the Board (or a duly authorised committee of the Board). The Board’s decision as to all matters arising in relation to the Long Term Incentive Scheme or its interpretation or effect shall be final and binding on all parties. The Company may also appoint a professional trustee to assist with the administration and vesting of the Awards. The Company may to the extent permitted by the Companies Law and the Listing Rules: (a) allot and issue Shares to the trustee to be held by the trustee pending the vesting of Awards granted and which will be used to satisfy Awards upon vesting; and/or (b) direct and procure the trustee to make on-market purchases of Shares to satisfy Awards upon vesting. The Company shall to the extent permitted by the Companies Law provide sufficient funds to the trustee by whatever means as the Board may in its absolute discretion determine to enable the trustee to satisfy its obligations in connection with the administration and vesting of Awards.

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