19. LONG-TERM OBLIGATIONS AND PROVISIONS (CONTINUED) (b) Provision for employee benefits (continued) The salient features of the SAR based on its by-laws are as follows: (continued) (viii) If the Subsidiary has obtained the relevant approval for the Subsidiary to issue new shares and to list and quote its shares on a recognised stock exchange, each EC SAR shall be exchanged into one (1) SAR share. (ix) The Subsidiary shall offer one time cash buy–back for all Vested SAR unexercised, the EC holder who has exercised their Vested SAR, and the holder of SAR share(s) (provided the holder (a) continues his/her employment with the Subsidiary and has not served a notice to resign or received a notice of termination; or (b) continues his/her director appointment of the Subsidiary and has not served a notice to resign or received a notice of removal) on a date which shall be determined by the Subsidiary Board upon an announcement made to the Grantee. The consideration will be based on: a) calculated fair market value on the announcement date for those holding EC SAR or SAR shares b) The difference between calculated fair market value and grant price for those who have not exercised the vested SAR. (x) The granted SAR Unit, the vested SAR, the EC holder, the EC SAR holder and the SAR share holder shall not carry any right to attend or vote at any general meeting of the Subsidiary. The EC holder, the EC SAR holder and the SAR share holder shall not be entitled to any dividend, right, allotment or any other forms of distribution that may be declared, made or paid, or offer of further securities in the Subsidiary. The number of options granted during the financial period 48,628,000 units. Initially, the fair value of services received in return for the SAR granted is based on the fair value of the instruments at the grant date. The fair value of the liability is re–measured at each reporting date until settlement, measured using the fair market value of the Subsidiary per share less the grant price. The fair market value of the Subsidiary, as defined by its By-Laws, is measured by way of discounted cash flow of approved business plan and market comparison against semiconductor industry and in particular listed entities with business similar to the Subsidiary. The fair value as at reporting date is RM0.018 per SAR unit. Integrated Report 2023 261
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