Directors’ Statement SHARE PLANS – PERFORMANCE SHARE PLANS AND RESTRICTED SHARE PLANS (continued) Share Plans of the Company (continued) (a) Awards under the CLI Performance Share Plan (CLI PSP) (continued) Performance conditions Final number of shares to be released 1. Group’s absolute total shareholder return measured as a multiple of cost of equity 0% to 300% of baseline award 2. Group’s relative total shareholder return ranking against a peer group of selected companies 3. Group’s return on equity 4. Group’s carbon emissions intensity reduction performance Details of the movement in the awards of the Company during the year were as follows: Movements during the year Balance as at 1 January 2024 Granted No. of shares Released No. of shares Lapsed/ Cancelled No. of shares Balance as at 31 December 2024 Year of award No. of holders No. of shares No. of holders No. of shares 2021 52 8,972,443 – (8,893,076)* (79,367) – – 2022 56 3,172,185 – – (491,870) 51 2,680,315 2023 76 3,648,418 – – (405,028) 72 3,243,390 2024 – – 5,254,399 – (328,424) 136 4,925,975 15,793,046 5,254,399 (8,893,076) (1,304,689) 10,849,680^ * The number of shares released comprised shares under CL PSP awards, which were converted to CLI shares under CLI PSP in October 2021. ^ Comprised 10,849,680 (2023: 13,829,649) shares granted to employees of the Group and nil (2023: 1,963,397) shares granted to employees of related corporations. (b) Special CLI Founders Performance Share Plan Award (Special PSP) Pursuant to the CLI PSP, the Special PSP award granted to selected key executives of the Company and/or its group companies is conditional on a performance target based on longer term wealth creation objectives. Participants will receive a specified number of performance shares after the end of the performance period conditional on achievement of performance conditions. The ERCC grants an initial number of shares (baseline award) which are conditional on the target of the Company’s share price expressed as a multiple of the Group’s net asset value per share (Price/NAV) set for a five-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 pre-specified minimum target is achieved. No share will be released if the minimum target is not met at the end of the performance period. On the other hand, if the superior target is met, more shares than the baseline award can be delivered up to a maximum of 300% of the baseline award. 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. 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, their equivalent cash value or combinations thereof, at no cost. As a hiring strategy, such one-time special contingent award may (at the discretion of the ERCC) also be extended to key executives joining the Company and/or its group companies on a date after 1 October 2021 but not later than 19 September 2022. As the performance conditions for an Interim Vesting have been satisfied, the ERCC has approved the released of a percentage of the baseline contingent award to the participants. 82 CapitaLand Investment Limited Directors’ Statement SHARE PLANS – PERFORMANCE SHARE PLANS AND RESTRICTED SHARE PLANS (continued) Share Plans of the Company (continued) (b) Special CLI Founders Performance Share Plan Award (Special PSP) (continued) Details of the movement in the baseline awards of the Company during the year were as follows: Movements during the year Balance as at 1 January 2024 Lapsed/ Cancelled No. of shares Balance as at 31 December 2024 Year of award No. of holders No. of shares No. of holders No. of shares 2021 102 13,124,695 (1,824,297) 95 11,300,398 2022 4 407,366 – 4 407,366 13,532,061 (1,824,297) 11,707,764^ During the year, there was an Interim Vesting of 4,183,277 shares, of which 133,675 shares were cash-settled. The number of shares comprised 3,588,733 shares released to employees of the Group and 594,544 shares released to employees of related corporations. ^ Comprised 10,053,480 (2023: 11,771,509) shares granted to employees of the Group and 1,654,284 (2023: 1,760,552) shares granted to employees of related corporations. (c) Awards under the CLI Restricted Share Plans (CLI RSP) Under the CLI RSP, awards granted to eligible participants vest only after the satisfactory completion of time-based service conditions or where the award is performance-related, after a further period of service beyond the performance target completion date (performance-based restricted awards). In addition, the plans also enable grants of fully paid shares to be made to non-executive directors as part of their remuneration in respect of their office as such in lieu of cash. Time-based RSP awards were granted in 2024 to selected senior management as part of their remuneration package. The shares were granted pursuant to the CLI RSP and shall vest over two or three years, subject to service conditions. Participants will receive fully paid shares, their equivalent cash value or combinations thereof, at no cost. With effect from 2023, the RSP awards have been incorporated into the annual performance bonus where a part of the bonus declared is delivered in the form of deferred shares. Such deferred shares will be granted to eligible employees after the end of the financial year under review pursuant to the CLI RSP. One-third of the award will vest as soon as practicable, and the remaining two-thirds of the award will vest over the following two years in equal annual tranches, subject to service conditions. Participants can receive fully paid shares, their equivalent cash value or combinations thereof, at no cost. Details of the movement in the awards of the Company during the year were as follows: Movements during the year Balance as at 1 January 2024 Granted No. of shares Released No. of shares Lapsed/ Cancelled No. of shares Balance as at 31 December 2024 Year of award No. of holders No. of shares No. of holders No. of shares 2022 1,010 4,005,455 – (1,940,626) (264,661) 917 1,800,168 2023 5 631,158 – (343,487) – 3 287,671 2024 – – 6,969,659 (1,692,059) (358,700) 509 4,918,900 4,636,613 6,969,659^ (3,976,172)+ (623,361) 7,006,739# ^ Comprised 6,761,845 shares granted to employees of the Group, 14,918 shares granted to employees of related corporations and 192,896 shares granted to non-executive directors. + Comprised 544,681 shares which were cash-settled. # Comprised 6,995,614 (2023: 4,634,257) shares granted to employees of the Group and 11,125 (2023: 2,356) shares granted to employees of related corporations. 83 Annual Report 2024
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