99 ENRA GROUP BERHAD ANNUAL REPORT 2025 Registration No: 3 199201005296 (236800 - T) WARRANTS 2020/2025 (continued) (e) If a resolution is passed for a members’ voluntary winding-up of the Company, or where there is a compromise or arrangement, whether or not for the purpose of or in connection with a scheme for the reconstruction of the Company or the amalgamation of the Company with one or more companies, then: (i) for the purposes of such winding-up, compromise or arrangement (other than a consolidation, amalgamation or merger in which the Company is the continuing corporation) to which the registered Warrant Holder (or some other persons designated by them for such purpose by special resolution) shall be a party, the terms of such windingup, compromise or arrangement shall be binding on all the registered Warrant Holders; and (ii) in any other case, every Warrant Holder shall be entitled, upon and subject to the provisions of the Deed Poll, at any time within six (6) weeks after the passing of such resolution for a members’ voluntary winding up of the Company or within six (6) weeks after the granting of the court order approving the compromise or arrangement, by the irrevocable surrender of his/her Warrants to the Company, submitting the exercise form duly completed together with payment of the relevant exercise money, to elect to be treated as if he had immediately prior to the commencement of such winding-up, compromise or arrangement (as the case may be), exercised the exercise rights represented by such Warrants to the extent specified in the relevant exercise form and be entitled to receive out of the assets of the Company which would be available in liquidation if he/she had on such date been the holder of the new Company Shares to which he/she would have become entitled pursuant to such exercise and the liquidator of the Company shall give effect to such election accordingly. During the financial year, 10,000,000 new ordinary shares of RM1.00 each were issued pursuant exercise of Warrants 2020/2025 for an equivalent numbers by the registered holders. The number of Warrants 2020/2025 unexercised comprises 34,971,973 warrants. EMPLOYEES’ SHARES SCHEME (“ESS”) In the Extraordinary General Meeting on 9 February 2018, the Shareholders have approved the ESS comprising Employees' Option Scheme ("ESOS") and Employees' Share Grant ("ESG") that came into effect on 12 February 2018 for a period of 5 years up to 12 February 2023. Subsequently, the Company has extended the duration of the ESS for another 5 years to 12 February 2028. On 1 June 2022, the Company made an offer of 6,100,000 ESOS Option under the ESS ("1st Award") to the eligible Directors and employees of the Company and its subsidiaries (collectively as “Eligible Persons”). The ESOS Option was offered in 2 tranches with the 1st tranche of 40% comprising 2,440,000 ESOS Option with no vesting period and the 2nd tranche of 60% comprising 3,660,000 ESOS Option with a vesting period of 1 year till 31 May 2023. The Company had subsequently on 2 January 2024 made an offer of 11,900,000 new ESOS Option (“2nd Award”) for an option period of three (3) years commencing from 2 January 2024 and expiring on 1 January 2027 to the Eligible Persons. The 1st Award of ESOS Option has expired on 31 May 2024. The total number of outstanding ESOS Options granted under the ESS as at the financial year end is 10,900,000. Directors’ Report (Cont’d)
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