62 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 EXECUTIVES’ SHARE SCHEME (Cont’d) (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 2022, excluding ESS shares held, is 91,319,987 (2021: 91,319,987); (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. There is no outstanding ESS in issuance as at the current and previous financial year end. DIRECTORS’ REMUNERATION Directors’ remuneration of the Company for the financial year ended 31 December 2022 were as follows: RM Executive: Salaries, bonus and allowances 3,846,363 Defined contribution plan 216,000 Social security contributions 1,644 Non-Executive: Fees 392,737 Allowances 97,500 Gratuity 100,000 Total 4,654,244 DIRECTORS’ REPORT CONT’D
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