65 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2021 REPURCHASE OF OWN SHARES (Cont’d) ESS Shares (Cont’d) During the financial year, the Company had transferred 1,539,000 units of ESS shares, amounting RM2,364,115 with average price RM1.80 to employees for options exercised under the ESS. As at 31 December 2021, the total number of ESS shares held by MTrustee Berhad in accordance with the By-Laws of the ESS was nil. EXECUTIVES’ SHARE SCHEME The ESS (“ESS2013”) of the Company came into effect on 30 August 2013 to 29 August 2018 and subsequently extended for a period of five (5) years until 29 August 2023. On 25 August 2021, ESS2013 was terminated and a new ESS scheme (“ESS2021”) of the Company was established and came into effect and shall be in force for a period of five (5) years until 24 August 2025 (“the scheme period”). The main features of the ESS2021 are as follows: (a) Eligible executives are those who meet the following criteria: (i) if he has attained the age eighteen (18) years of age and is not an undischarged bankrupt; (ii) if he is employed on a full time basis and is on the payroll of any corporation in the Group and has not served a notice to resign or received a notice of termination; (iii) if his employment has been confirmed in writing; (iv) if he is serving in a specific designation under an employment contract for a fixed duration but not if he is merely employed for a specific project; and (v) if he fulfils any other criteria and/or falls within such category as may be set by ESS Committee from time to time. (b) The maximum number of options to be offered under the ESS based on the issued and paid-up ordinary share capital as at 31 December 2021, excluding ESS shares held, is 91,319,987 (2020: 171,003,344); (c) The options granted may be exercised any time upon the satisfaction of vesting conditions of each tranche; (d) The option price of a new ordinary share under the ESS shall be at a discount of not more than ten percent (10%) of the five (5)-days weighted average market price of the shares as quoted in the Daily Official List issued by Bursa Securities immediately preceding the date of offer, or at the par value of the ordinary shares, whichever is higher; (e) Upon exercise of the options, the shares issued rank pari passu in all respects with the existing ordinary shares of the Company; (f) The employees to whom the options have been granted have no right to participate, by virtue of these options, in any ordinary share issue of any other company; and (g) The option price and the number of ordinary shares comprised in the ESS options are subject to adjustment in the event of any alteration in the capital structure of the Company during the scheme period in accordance with the provisions in the ESS By-Laws (“By-Laws”), subject to the determination by ESS Committee. DIRECTORS’ REPORT CONT’D
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