ACCOUNTABILITY 236 YINSON HOLDINGS BERHAD 30. SHARE-BASED COMPENSATION PLANS (a) Employees’ Share Scheme 2015 The Company implemented an Employees’ Share Scheme which came into effect on 3 November 2015 for a period of 5 years to 2 November 2020 (“ESS” or “Scheme”). The ESS is governed by the By-Laws which were approved by the shareholders on 3 November 2015. On 25 January 2018, the Board of Directors resolved to extend the ESS tenure for additional five (5) years till 2 November 2025 in accordance with the terms of the ESS By-Laws. The ESS had expired on 2 November 2025. The Company had made the third, fourth and the fifth offer of options under ESS on 27 February 2019, 22 January 2020 and 28 September 2021 respectively. Movements in the number of share options over ordinary shares outstanding and their related weighted average exercise prices are as follows: At start of the financial year ‘000 Exercised ‘000 Lapsed ‘000 At end of the financial year ‘000 Grant date 2026 28.9.2021 7,927 (4,582) (3,345) - 2025 28.9.2021 8,744 (781) (36) 7,927 The third, fourth and fifth offer of options lapsed on 27 February 2023, 22 January 2024 and 28 September 2025 respectively. For the financial year ended 31 January 2026, the weighted average share prices at the time of exercise of 4,582,147 (2025: 781,300) share options under the fifth offer of options was RM1.99 (2025: RM2.61) per share respectively. (b) Employees’ Share Scheme 2023 At the Annual General Meeting of the Company held on 13 July 2023, the shareholders of the Company approved the establishment of a new Employees’ Share Scheme 2023 (“ESS2023”) of up to 10% of the total number of issued of the Company (excluding treasury shares) for eligible Executive Directors and employees of the Group. The ESS2023 shall be in force for a period of five (5) years commencing from 1 November 2023. On 20 November 2023, 20 September 2024 and 18 September 2025, the NRC of the Company approved the allocation and award of 2023 Restricted Share Units (“2023 RSU Award”), 2024 Restricted Share Units (“2024 RSU Award”) and 2025 Restricted Share Units (“2025 RSU Award”), respectively. The 2023 RSU Award, 2024 RSU Award and 2025 RSU Award (collectively, the “RSU Awards”) are governed by the By-Laws of the ESS2023 approved by the shareholders on 13 July 2023. Under the RSU Awards, either performance bonuses in cash or ordinary shares in the Company (“Yinson Shares”) are awarded to the eligible employees and Executive Directors of the Group. The RSU Awards were granted and awarded to the eligible employees and Executive Directors of the Group on 1 December 2023, 1 October 2024 and 1 October 2025 respectively. The salient features of the RSU Awards are as follows: (i) The RSU Awards can be settled via issuance of Yinson Shares or bonus payout in cash. The RSUs awarded to the Executive Directors and Senior Management of the Group are settled via issuance of Yinson Shares. The RSUs awarded to other all other eligible employees are settled via bonus payout in cash. (ii) Not more than 80% of the maximum shares available under ESS2023 shall be allocated in aggregate to the Executive Directors and Senior Management. (iii) The total number of Yinson Shares to be awarded to any individual person who, either singly or collectively through persons connected with them holds twenty percent (20%) or more of the issued and paid-up share capital (excluding treasury shares), shall not exceed ten percent (10%) of the maximum shares available under ESS2023.
RkJQdWJsaXNoZXIy NDgzMzc=