Fraser & Neave Holdings Bhd Annual Report 2021

DIRECTORS’ INTERESTS IN SHARES #CONTINUED$ * The F&NL Remuneration Committee administers the F&NL’s share-based remuneration incentive plans, namely, the F&NL RSP, F&NL PSP and the F&NL RSP 2019, (collectively, the “F&NL Share Plans”). The F&NL RSP and PSP expired on 21 January 2019, and were replaced by the F&NL RSP 2019. The expiry of the F&NL RSP and PSP does not a!ect awards granted prior to expiry of these share plans and which are pending final release. Under the F&NL Share Plans, F&NL grants a base number of conditional share awards (the “Base Awards”) to eligible participants annually. The Base Awards represent 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 over the relevant performance periods. The F&NL Remuneration Committee, as the administrator of the F&NL Share Plans, has absolute discretion in granting the Base Awards. The first grant of F&NL Base Awards pursuant to the F&NL RSP 2019 was made on 28 August 2020. The performance periods for the F&NL RSP and F&NL PSP are two and three years respectively. For the F&NL RSP 2019, the performance period is one year. Depending on the level of achievement of the pre-determined targets over the respective performance periods for the F&NL RSP and F&NL PSP, an achievement factor will be applied to the relevant F&NL Base Awards to determine the final number of shares to be awarded at the end of the respective performance periods. The achievement factor ranges from 0% to 150% for the F&NL RSP and F&NL RSP 2019, and 0% to 200% for the F&NL PSP. Accordingly, the actual number of shares to be awarded pursuant to the F&NL Share Plans will range from: 0% to 150% of the F&NL Base Awards for the F&NL RSP and F&NL RSP 2019, and from 0% to 200% of the F&NL Base Awards for the F&NL PSP (the “F&NL Final Awards”). In respect of the F&NL RSP, the first tranche at 50% of the relevant F&NL Final Awards will be vested to participants after the end of the two-year performance period and followed by the balance which will be vested in equal instalments over the next two years. In respect of the F&NL PSP, 100% of the relevant F&NL Final Awards will be vested to the participants after the end of the three-year performance period. In respect of the F&NL RSP 2019, F&NL Final Awards will be vested in equal instalments over three years after the end of the one-year performance period. None of the other Directors holding o&ce at 30 September 2021 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. Financial Statements 163 Fraser & Neave Holdings Bhd ! Annual Report 2021