Structural Current Proposal
Points
Eligibility What happens to an employee with 4
years 11 months service. Will a new set of
awards be granted next cycle—would we
communicate now they are eligible next
year?
Incentive FIVE would carry a much lower
Vehicle accounting cost to the awards if they were
delivered as shares now. That is because
employees would realise value at the IPO
price at vest, whilst the Company would
account for the expense at current fair
market value—the “gain” is free. Doing
this however (as an RSU scheme) would
sacrifices the ability to guarantee the
value at vest, making the plan harder to
communicate. Is this tradeoff desirable?
Funding Is the plan affordable if the LTI award
Decisions cannot be granted via shares?
Are FIVE comfortable with the cost of the
plan (from a dilution perspective) under
the maximum scenario (1.52%)?
Will FIVE adopt an annual or periodic
grant cycle thereafter?
Pay Internal equity perspective of employees
Quantum within the critical group receiving differing
Comparison LTI awards as a % of base salary
Performance Assuming IPO occurs: If an employee
Measure does not meet performance conditions in
a given year, are the shares awarded
forfeited or rolled-over? With vesting for 3
performers at 75% of target, proposal to
forego rollover (adds complication)
Should the IPO bonus shares have a pay-
out curve for performance just shy of the
target IPO range of $2.25bn - $2.5bn
(e.g., 0% - 100% vesting between $2bn
and $2.25bn?
KM’s decision
HR to share the count of individuals
reaching their fifth-year milestone as of
March 2025.
The value of the award will be disclosed
upfront upon granting, which will then be
converted into specific number of shares
at the IPO price.
Yes
The revised dilution model to be
circulated by AON, assuming that all
individuals within the critical group will
eventually receive a 3x award before the
commencement of vesting in the third
year.
Following the IPO, a new plan,
preferably an ESOP, will be introduced
for the employees.
Employees within the critical group will
receive either a 3x or 1.5x award. A 3x
award will be granted to individuals with
a rating of 5, while those with a rating of
4 will receive a 1.5x award. Individuals
with a rating of 4 will also receive a
retroactive additional grant upon
achieving a rating of 5, entitling them to
the 3x award.
Forfeit the 25% to be vested in that
particular year for individuals who
achieve a rating of 3. To be specific, if a
3-rating is attained, awards will vest at
75%, at 100% for a 4-rating, and at
125% for a 5-rating.
The IPO bonus will be tied to a $2.5
billion valuation, with the administrator
having discretion over the bonus if the
achieved valuation falls short of the
target.
 Apart from the valuation target, the IPO
bonus will not be contingent on any
vesting conditions, including individual
employee ratings.

Vesting of bonus shares will occur at

IPO, with shares subject to a 6-months
lock-up.

The payout range of 0% to 200% of

Payout in case of no IPO
target (assuming bonus shares are
earnt) is in line with the market
however Aon would recommend
introducing a pay-out curve, rather
than the bucket approach, to the
bonus share structure as a minimum.
If the company performance objective is
not met, 50% of the target payout will be
disbursed. This payout will be distributed
in cash, and if spread over three years,
each installment will also be contingent
on individuals achieving a rating of 4. In
the event of an individual receiving a
rating of 3, 25% of the cash payment
vested for that particular year will be
forfeited.

If the company performance objective is

achieved but the IPO is prevented due to
a strategic shift, the entire target payout
will be disbursed. This payment will be
distributed in cash, and if spread over
three years, each installment will also be
contingent on individuals achieving a
rating of 4. Should an individual receive
a rating of 3, 25% of the cash payment
vested for that specific year will be
forfeited.
Corporate Objectives - Performance The performance metric will be the
cumulative performance over years
according to the budget, linked to a
single number (EBITDA) at the group
level.
Grants and Frequency of Vesting Quarterly or annual vesting – yet to be
Vesting determined by KM.
provisions
Vesting schedule by year differs between
service (40% / 30% / 30%) and critical
employees (25% / 35% / 40%).

To tackle the liquidity issue, our plan

involves pursuing dual listing on both the
LSE and DFM. AON to incorporate this
strategy into the LTI framework and
identify any potential issues that may
arise.