NSL LTD ANNUAL

Corporate Governance

ANNUAL REPORT 2019 19 Directors’ Statement For the financial year ended 31 December 2019 MATERIAL CONTRACTS Except as disclosed in the Statement of Corporate Governance and the financial statements, no material contract (including loans) of the Company or its subsidiaries involving the interests of the chief executive officer or any director or controlling shareholders subsisted at the end of the financial year or has been entered into since the end of the financial year or has been entered into since the end of the previous financial year. SHARE OPTIONS (Principle 8) In line with the guidance under Provision 8.3 of the 2018 Code, the Company has a share option scheme, known as NSL Share Option Plan (the “Plan”), which was approved by the shareholders at an Extraordinary General Meeting on 25 April 2012. The Plan is administered by the Remuneration Committee (“RC”) whose members are: Prof CHAM Tao Soon (Chairman), Non-Executive, Independent John KOH Tiong Lu, Non-Executive, Independent Dr TAN Tat Wai, Non-Executive, Independent David FU Kuo Chen, Non-Executive The aggregate number of new shares which may be issued pursuant to options granted under the Plan on any date shall not exceed 10% of the total number of issued shares (excluding treasury shares) on the day preceding that date. Under the Plan, options to subscribe for the ordinary shares of the Company are to be granted to (i) Group Employees who hold such rank as may be designated by the RC from time to time; (ii) Non-Executive Directors who, in the opinion of the RC, have contributed or will contribute to the success of the Group; and (iii) Associated Company Employees who hold such rank as may be designated by the RC from time to time and who, in the opinion of the RC, have contributed or will contribute to the success of the Group. Controlling shareholders of the Company or an associate of such controlling shareholder(s) are not eligible to participate in the Plan. The exercise price for each share in respect of which an option is exercisable shall be determined by the RC at its absolute discretion, and fixed by the RC at a price equal to the average of the last dealt prices of the Company’s ordinary shares, as determined by reference to the daily official list or any other publication published by SGX-ST, for the three (3) consecutive trading days immediately preceding the grant date of that optio