Directors’ Statement DIRECTORS’ INTEREST IN SHARES OR DEBENTURES (continued) Footnotes: 1 Awards made pursuant to the CapitaLand Investment Performance Share Plan 2021 (CLI PSP 2021). 2 Awards made pursuant to the CapitaLand Investment Restricted Share Plan 2021 (CLI RSP 2021). 3 Following the completion of the strategic restructuring of the investment management business of CapitaLand Limited (CL) and as further described in the Company’s introductory document dated 17 July 2021, the awards granted under CL’s CapitaLand Performance Share Plan 2010 and CapitaLand Performance Share Plan 2020 (collectively, the CL PSP Awards) to certain employees of CLI and CL group companies have been replaced with shares under the CLI PSP 2021, which will vest progressively over three years in accordance with the original vesting schedule of the CL PSP Awards. The release will be made partly in the form of shares and partly in the form of cash. 4 The final number of shares to be released will depend on the achievement of pre-determined targets over a three-year performance period. No share will be released if the threshold targets are not met at the end of the performance period. On the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 200% of the baseline award. The Executive Resource and Compensation Committee (ERCC) of the Company has the discretion to adjust the number of shares released taking into consideration other relevant quantitative and qualitative factors. The release will be made partly in the form of shares and partly in the form of cash. 5 The final number of shares to be released will depend on the achievement of pre-determined targets over a three-year performance period. No share will be released if the threshold targets are not met at the end of the performance period. On the other hand, if superior targets are met, more shares than the baseline award could be delivered up to a maximum of 300% of the baseline award. The ERCC of the Company has the discretion to adjust the number of shares released taking into consideration other relevant quantitative and qualitative factors. The release will be made partly in the form of shares and partly in the form of cash. 6 The final number of shares to be released will depend on the achievement of the pre-determined targets approved by the ERCC of the Company over a five-year performance period. In the event of early achievement of the targets within the first three years of the performance period, a maximum of 20% to 50% of the baseline award can be released after the third year (Interim Vesting). After the end of the five-year performance period, the final number of shares based on the final achievement factor, less any shares released as part of the Interim Vesting, will be released after the fifth year. 7 Being the unvested two-thirds of the award. On the final vesting, an additional number of shares of a total value equal to the value of the accumulated dividends which are declared during each of the vesting periods and deemed foregone due to the vesting mechanism of the CLI RSP 2021 will also be released. 8 Being the unvested one-third of the award. On the final vesting, an additional number of shares of a total value equal to the value of the accumulated dividends which are declared during each of the vesting periods and deemed foregone due to the vesting mechanism of the CLI RSP 2021 will also be released. 9 Time-based awards with 100% vesting on 1 March 2024. 10 This is time-based shares awards which will vest in three equal annual tranches without further performance conditions. One-third of the award has been released during the year. 11 Time-based awards which will vest equally over two years, with 50% to be released in March 2025 and the remaining in March 2026. Except as disclosed in this statement, no director who held office at the end of the financial year had interests in shares, debentures or options of the Company or of related corporations either at the beginning or at the end of the financial year. Changes in the above-mentioned directors’ interests in the Company between the end of the financial year and 21 January 2025 were as follows: Holdings in the name of the director, spouse and/or infant children At end of the year At 21 January 2025 CapitaLand Investment Limited (CLI) Ordinary shares Miguel Ko 1,461,605 1,547,469 Lee Chee Koon 4,674,962 4,674,962 Anthony Lim Weng Kin 110,954 142,399 Chaly Mah Chee Kheong 171,026 198,388 Judy Hsu Chung Wei 39,744 62,755 David Su Tuong Sing 31,695 55,241 Helen Wong Siu Ming 39,438 68,874 Tan Sri Abdul Farid Alias 17,746 43,244 Belita Ong 1,000 24,813 ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES Except as disclosed under the Directors’ Interests in Shares or Debentures and Share Plans sections of this statement, neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the 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. 80 CapitaLand Investment Limited Directors’ Statement SHARE PLANS – PERFORMANCE SHARE PLANS AND RESTRICTED SHARE PLANS Share Plans of CapitaLand Group Pte. Ltd. The Group’s employees participate in the share-based incentive plans of the Company’s immediate holding company, CapitaLand Group Pte. Ltd. (formerly known as CapitaLand Limited) which comprise the Performance Share Plan (CL PSP) and Restricted Share Plan (CL RSP). Pursuant to the strategic restructuring in 2021, the Executive Resource and Compensation Committee (ERCC) of CapitaLand Group Pte. Ltd. had approved the following in relation to the unvested share award payout of CL Share Plans as at 17 September 2021. (a) The outstanding contingent CL PSP awards granted to the employees were replaced by awards under the CLI Share Plan on 1 October 2021 in accordance with a conversion ratio and released in accordance with the original vesting schedule. The number of awards to be granted have also been finalised at 200% of the baseline awards. (b) The outstanding CL RSP awards were converted to cash-settled based awards with an implied value of S$4.102 per CL share. Contingent awards granted under the CL RSP have been finalised at 150% of the baseline awards based on the same implied value. The cash payment will be released to eligible employees according to the original vesting schedule of respective CL RSP awards. Share Plans of the Company The ERCC of the Company has been designated as the Committee responsible for the administration of the Share Plans. The ERCC members at the date of this statement are Ms Judy Hsu Chung Wei (Chairman), Mr Miguel Ko, Mr Anthony Lim Weng Kin, Ms Belita Ong and Mr Eugene Paul Lai Chin Look. The CLI Performance Share Plan 2021 (CLI PSP 2021) and CLI Restricted Share Plan 2021 (CLI RSP 2021) were approved by CapitaLand Group Pte. Ltd. on 17 July 2021. The duration of each share plan is ten years commencing on 1 September 2021. The ERCC of the Company has instituted a set of share ownership guidelines for members of senior management who receive shares under the CLI Performance Share Plans and CLI Restricted Share Plans. Under these guidelines, members of senior management are required to retain a portion of the total number of CLI shares received under the aforementioned share plans, which will vary according to their respective job grade and salary. The total number of new shares which may be allotted, issued and/or delivered pursuant to awards granted under the share plans on any date, when aggregated with existing shares (including treasury shares and cash equivalents) delivered and/or to be delivered, pursuant to the CLI Share Plans and all shares, options or awards granted under any other share schemes of the Company then in force, shall not exceed 8% of the total number of issued shares (excluding treasury shares) from time to time. Details of awards granted under each CLI Share Plan are provided in the following sections: (a) Awards under the CLI Performance Share Plan (CLI PSP) Under the CLI PSP, the awards granted are conditional on performance targets set based on medium-term corporate objectives. Awards represent the right of a participant to receive fully paid shares, their equivalent cash value or combinations thereof, free of charge, upon the Company achieving prescribed performance target(s). The ERCC grants an initial number of shares (baseline award) which are conditional on targets set for a performance period, currently prescribed to be a three-year performance period. A specified number of shares will only be released by the ERCC to the recipients at the end of the qualifying performance period, provided the threshold targets are achieved. The final number of shares to be released will depend on the achievement of pre-determined targets over a three-year performance period. No share will be released if the threshold targets are not met at the end of the performance period. On the other hand, if superior targets are met, more shares than the baseline award can be delivered up to a maximum of 300% of the baseline award. The ERCC has the discretion to adjust the number of shares released taking into consideration other relevant quantitative and qualitative factors. Recipients can receive fully paid shares delivered in a combination of 75% in ordinary shares and 25% in their equivalent cash value, at no cost. 81 Annual Report 2024
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