152 YINSON HOLDINGS BERHAD ACCOUNTABILITY | DIRECTORS’ REPORT EMPLOYEES’ LONG-TERM INCENTIVE PLAN On 26 June 2019, the Board of Directors of the Company approved an Employees’ Long-term Incentive Plan (“LTIP”). The LTIP is governed by the By-Laws of the ESS approved by the shareholders on 3 November 2015. On 25 March 2020, the terms and conditions of the LTIP were finalised and approved by the Board of Directors. On 3 August 2020, the LTIP was granted to the eligible employees and Executive Director of the Group. The LTIP is administered by the NRC. Under the LTIP, awards to eligible employees and an Executive Director of the Group can be made either through the Share Award Scheme (award of ordinary shares in the Company (“Yinson Shares”)) or Performance Bonus Scheme (bonus payout in cash). The Share Award Scheme component under the LTIP (which is under the ESS) shall expire on 2 November 2025. Pursuant to Clause 21.1 of the by-laws of the ESS (hereinafter “By-Laws”), the NRC may, in its sole discretion, settle any unvested Yinson Shares by way of equity settlement or cash settlement prior to the termination of the ESS or expiry of the LTIP. Any unvested Yinson Shares shall automatically lapse and cease to be capable of vesting in the event the ESS expires or terminates in accordance with the terms of the By-Laws. On 14 December 2023, the Board of Directors of the Company approved the cancellation of the LTIP and compensation to the participants on the cancellation of the LTIP in the form of RSUs (“RSU in Lieu of LTIP”). The salient features and key terms of the RSU in lieu of LTIP are disclosed in Note 30(c). The movement of RSU in Lieu of LTIP for the financial year ended 31 January 2025 was as follows: At start of the financial year Settled At end of the financial year 2021 RSU in Lieu of LTIP 3,980,736 (3,980,736) - 2022 RSU in Lieu of LTIP 5,012,193 (231,867) 4,780,326 8,992,929 (4,212,603) 4,780,326 DIRECTORS The Directors in office during the financial year and during the period from the end of the financial year to the date of this report are: Lim Han Weng Lim Chern Yuan Bah Kim Lian Lim Han Joeh (retired on 16 July 2024) Tan Sri Dato’ (Dr) Wee Hoe Soon @ Gooi Hoe Soon Dato’ Mohamad Nasir bin Ab Latif Raja Datuk Zaharaton binti Raja Zainal Abidin Datuk Abdullah bin Karim Sharifah Munira bt. Syed Zaid Albar Gregory Lee Fariza binti Ali @ Taib Lim Poh Seong (appointed on 15 October 2024) By way of relief order dated 24 April 2025 granted by the Companies Commission of Malaysia, the names of Directors of subsidiaries as required under Section 253(2) of the Malaysian Companies Act 2016 have not been disclosed in this Directors’ Report. Their names are set out in the respective subsidiaries’ Directors’ Report or financial statements and the said information is deemed incorporated herein by such reference and shall form part hereof.
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