KENANGA ANNUAL REPORT 2019

K E N A N G A I N V E S T M E N T B A N K B E R H A D A n n u a l R e p o r t 2 0 1 9 58 The ESS comprises an Employees’ Share Option Scheme (“ ESOS ”) and an Employees’ Share Grant Plan (“ ESGP ”). It is governed by the ESS By-Laws approved by the shareholders at the aforesaid EGM and administered by the ESS Committee, comprising three (3) INEDs and two (2) NINEDs. Since the commencement of the ESS on 21 September 2017, four (4) offers had been made under the ESOS on 2 January 2018, 31 May 2018, 2 May 2019 and 17 June 2019 respectively, whilst none under the ESGP. The details of the ESS are set out under Note 55 of the Financial Statements section appearing on pages 313 to 318 of this Annual Report. Brief details on the number of options granted, exercised, forfeited and outstanding since the commencement of the ESS on 21 September 2017 and during the Financial Year (“ FY ”) 2018 and FY 2019 are set out below. For the Period from 21 September 2017 to 31 December 2018 ESOS (1) Total GMD (2) Senior Management Other Entitled Employees Granted 59,423,000 10,000,000 (3) 16,580,000 (3) 32,843,000 (3) Exercised 194,400 0 0 194,400 Forfeited (5) 1,479,000 0 0 1,479,000 Outstanding 57,749,600 10,000,000 16,580,000 31,169,600 For the Period from 1 January 2019 to 31 December 2019 ESOS (1) Total GMD (2) Senior Management Other Entitled Employees Granted 6,431,000 0 750,000 (4) 5,681,000 (4) Exercised 0 0 0 0 Forfeited (5) 1,528,000 0 0 1,528,000 Cancelled (6) 265,500 0 195,000 70,500 Outstanding 62,387,100 10,000,000 17,135,000 35,252,100 Notes (1) The ESOS is offered to eligible employees and Executive Directors of KIBB and its non-dormant subsidiary companies. (2) The GMD is not a Director of KIBB. None of the Directors of KIBB is entitled to participate in the ESOS. (3) The offer to the GMD was granted on 31 May 2018 while the offer to Senior Management and Other Entitled Employees was granted on 2 January 2018 respectively. (4) The offer to Other Entitled Employees and Senior Management was granted on 2 May 2019 and 17 June 2019 respectively. (5) The ESOS forfeiture is due to staff resignation. (6) ESOS not released/ vested to employees due to vesting conditions not fully met. CORPORATE GOVERNANCE OVERVIEW STATEMENT