Fraser & Neave Holdings Bhd Annual Report 2019

A N N U A L R E P O R T 2 0 1 9 06 Financial Statements 135 DIRECTORS’ REPORT for the financial year ended 30 September 2019 DIRECTORS’ INTERESTS IN SHARES (CONTINUED) * Under the RSP and PSP, F&NL grants a base number of conditional share awards (the “Base Award”) to eligible participants annually. The Base Award represents the right to receive fully paid ordinary shares of F&NL, their equivalent cash value or combinations thereof, free of charge, provided that certain prescribed performance conditions are met. Depending on the level of achievement of the pre-determined targets over a two-year performance period for the RSP and three-year performance period for the PSP, an achievement factor will be applied to the relevant Base Award to determine the actual number of RSP shares and PSP shares to be awarded at the end of the respective performance periods. The achievement factor ranges from 0% to 150% for the RSP and 0% to 200% for the PSP. Accordingly, the actual number of RSP shares to be awarded pursuant to the RSP will range from 0% to 150% and the actual number of PSP shares to be awarded pursuant to the PSP will range from 0% to 200% of the relevant Base Award (the “Final Award”). At the end of the two-year performance period, 50% of the number of shares under the RSP Final Award will be released to the participants upon vesting. The balance will be released equally over the subsequent two years upon fulfilment of service requirements. All the shares under the PSP Final Award will be released to the participants at the end of the three-year performance period upon vesting. By virtue of their interests in the shares of the Company, Tengku Syed Badarudin Jamalullail and Faridah binti Abdul Kadir are also deemed interested in the shares of the subsidiaries during the financial year to the extent that the Company has an interest. None of the other Directors holding office at 30 September 2019 had any interest in shares, RSP and PSP of the Company and of its related corporations during the financial year. DIRECTORS’ BENEFITS Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than those fees and other benefits included in the aggregate amount of remuneration received or due and receivable by the Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest. There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate apart from the share grants granted pursuant to the immediate holding company’s RSP and PSP. ISSUE OF SHARES AND DEBENTURES There were no changes in the issued and paid-up capital of the Company during the financial year. There were no debentures issued during the financial year. TREASURY SHARES No treasury shares were purchased during the financial year. 237,100 treasury shares were utilised for the purpose of employees’ Share Grant Plan pursuant to Section 127(7)(c) of the Companies Act 2016 during the financial year. As at 30 September 2019, the Company did not hold any (2018: 237,100) treasury shares under Section 127 of the Companies Act 2016.