NOTES TO THE FINANCIAL STATEMENTS 21. PROVISIONS (CONTINUED) (b) Provision for employee benefits (continued) The salient features of the SAR based on its By-Laws are as follows: (continued) (vi) The vested SAR is exercisable in whole during the lifetime by the grantee within the SAR period. The vested SAR can be exercised at any time so long as the employees remains in service in the Subsidiary and so long as the director has not served a notice to resign or received a notice of removal. (vii) Upon exercise: a) If it is feasible for the Subsidiary to issue new shares and that the Subsidiary has obtained the relevant approval from the relevant governmental authority for the Subsidiary to issue new shares, the Subsidiary shall issue in physical or electronic form of the share certificate for the relevant number of the SAR shares. The SAR shares are new irredeemable convertible preference share(s) of the Subsidiary which are to be issued pursuant to the By-Laws. b) If it is not feasible, Subsidiary shall deliver a non-transferable certificate (“Entitlement Certificate”) to the Grantee stating the Grantee can demand the Subsidiary to exchange each SAR unit stated in the Entitlement Certificate (“EC SAR”) into one SAR Share when it is feasible for the Subsidiary to issue new shares. (viii) If the Subsidiary has obtained the relevant approval for the Subsidiary to issue new shares and to list and quote its shares on a recognised stock exchange, each EC SAR shall be exchanged into one (1) SAR share. (ix) The Subsidiary shall offer one time cash buy-back for all Vested SAR unexercised, the EC holder who has exercised their Vested SAR, and the holder of SAR share(s) (provided the holder (a) continues his/her employment with the Subsidiary and has not served a notice to resign or received a notice of termination; or (b) continues his/ her director appointment of the Subsidiary and has not served a notice to resign or received a notice of removal) on a date which shall be determined by the Subsidiary Board upon an announcement made to the Grantee. The consideration will be based on: a) calculated fair market value on the announcement date for those holding EC SAR or SAR shares. b) The difference between calculated fair market value and grant price for those who have not exercised the vested SAR. (x) The granted SAR Unit, the vested SAR, the EC holder, the EC SAR holder and the SAR share holder shall not carry any right to attend or vote at any general meeting of the Subsidiary. The EC holder, the EC SAR holder and the SAR share holder shall not be entitled to any dividend, right, allotment or any other forms of distribution that may be declared, made or paid, or offer of further securities in the Subsidiary. The movements of the outstanding SAR during the financial year are as follows: Group 2025 Number of SAR units ‘000 2024 Number of SAR units ’000 At 1 January 54,726 60,096 Forfeited during the year (5,243) (5,370) At 31 December 49,483 54,726 185 OPERATIONAL REVIEW SUSTAINABILITY STATEMENT GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDERS’ INFORMATION INTELLIGENCE POWERING
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