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844

Participation in a scheme must be restricted to directors and employees of the issuer and its subsidiaries, except that:—

(1) directors and employees of an associated company of the issuer may participate in the scheme if the issuer has control over the associated company.
(2) directors and employees of the issuer's parent company and its subsidiaries who have contributed to the success and development of the issuer may participate in the scheme.

845

A limit on the size of each scheme, the maximum entitlement for each class or category of participant (where applicable), and the maximum entitlement for any one participant (where applicable) must be stated. For SGX Main Board issuers, the following limits must not be exceeded:—

(1) The aggregate number of shares available under all schemes must not exceed 15% of the total number of issued shares excluding treasury shares and subsidiary holdings from time to time;
(2) The aggregate number of shares available to controlling shareholders and their associates must not exceed 25% of the shares available under a scheme;
(3) The number of shares available to each controlling shareholder or his associate must not exceed 10% of the shares available under a scheme;
(4) The aggregate number of shares available to directors and employees of the issuer's parent company and its subsidiaries must not exceed 20% of the shares available under a scheme; and
(5) The maximum discount under the scheme must not exceed 20%. The discount must have been approved by shareholders in a separate resolution.

Amended on 31 March 201731 March 2017.

846

The amount, if any, payable on application or acceptance, the period in or after which payments or calls, or loans to provide the same, may be paid or called must be set out.

847

The exercise price of options to be granted must be set out. Options granted at a discount may be exercisable after 2 years from the date of grant. Other options may be exercisable after one year from the date of grant.

848

The voting, dividend, transfer and other rights attached to the securities, including those arising from a liquidation of the issuer must be stated.

849

The scheme must be administered by a committee of directors of the issuer. However, where the issuer has a parent company, the parent company may nominate one person to the committee. A participant who is a member of the Committee must not be involved in its deliberations in respect of options to be granted to that participant.

850
(1) A scheme must provide for adjustment of the subscription or option price or the number or amount of securities under the scheme not already allotted, in the event of a bonus issue and other circumstances (e.g. rights issue, capital reduction, subdivision or consolidation of shares or distribution).
(2) The adjustment must be made in such a way that a participant will not receive a benefit that a shareholder does not receive.
(3) The issue of securities as consideration for an acquisition will normally not be regarded as a circumstance requiring adjustment.
(4) Adjustments other than on a bonus issue must be confirmed in writing by the company's auditors to be fair and reasonable.

Amended on 7 February 20207 February 2020.

851

The scheme must provide that the provisions relating to the matters contained in Rules 844 to 849, and Rules 853 to 854 cannot be altered to the advantage of the participants without prior shareholder approval.

852
(1) An issuer must provide in the scheme that the following disclosure will be made in its annual report:
(a) The names of the members of the committee administering the scheme.
(b) The information required in the table below for the following participants:—
(i) Directors of the issuer;
(ii) Participants who are controlling shareholders of the issuer and their associates; and
(iii) Participants, other than those in Rule 852(1)(b)(i) and (ii) above, who receive 5% or more of the total number of options available under the scheme;

Name of participant Options granted during financial year under review (including terms) Aggregate options granted since commencement of scheme to end of financial year under review Aggregate options exercised since commencement of scheme to end of financial year under review Aggregate options outstanding as at end of financial year under review
(c)
(i) The names of and number and terms of options granted to each director or employee of the parent company and its subsidiaries who receives 5% or more of the total number of options available to all directors and employees of the parent company and its subsidiaries under the scheme, during the financial year under review; and
(ii) The aggregate number of options granted to the directors and employees of the parent company and its subsidiaries for the financial year under review, and since the commencement of the scheme to the end of the financial year under review.
(d) The number and proportion of options granted at a discount during the financial year under review in respect of every 10% discount range, up to the maximum quantum of discount granted.
(2) If any of the requirements in Rule 852(1) is not applicable, an appropriate negative statement must be included.