GRP Limited Extraordinary General Meeting: Major Share-Based Incentive Schemes Approved

Date of Meeting: 24 October 2025
Location: Lounge 1883, Singapore Recreation Club, Singapore
Chairman: Mr Goh Lik Kok (Executive Director & CEO)

Key Highlights & Investor-Relevant News

• Adoption of New Share Option and Performance Share Plans: GRP Limited shareholders approved two major employee incentive schemes—the GRP Employee Share Option Scheme 2025 (ESOS) and the GRP Performance Share Plan 2025 (PSP).
• Potential for Share Dilution: Both schemes, together with any other share-based schemes, will not exceed 15% of the total issued shares (excluding treasury shares and subsidiary holdings) at any time. This is a crucial cap for investors monitoring potential dilution of their holdings.
• Discounted Share Options: The ESOS allows the Committee to grant options at an exercise price up to 20% below market price at the time of grant, potentially offering employees significant incentives tied to share price performance.
• Inclusion of Controlling Shareholders and Their Associates: Shareholders specifically approved the participation of Mr Kwan Chee Seng (Controlling Shareholder) and Mr Kelvin Kwan Chee Hong (Associate of Controlling Shareholder) in both ESOS and PSP. This transparency is important for governance and investor confidence.
• Independent Administration: Both schemes are administered by the Remuneration Committee, which will evaluate participants based on performance and alignment with shareholders’ interests, providing assurance about fair and market-based practices.
• Strong Shareholder Support: All resolutions passed with overwhelming support. Resolutions 1-3 saw 100% votes in favour; Resolutions 4 and 5 (regarding participation by controlling shareholders and associates) passed with 99.67% support, with only 0.33% against.
• Price-Sensitive Implication: The adoption of these schemes signals management’s intent to align employee and executive compensation with shareholder value creation, which may incentivize higher performance and drive long-term share price appreciation. However, investors should note the potential for future share dilution.

Detailed Resolutions Passed

1. GRP Employee Share Option Scheme 2025 (ESOS):
   • Options to subscribe for ordinary shares will be granted to selected employees, directors (including non-executive directors), controlling shareholders and their associates.
   • Directors/remuneration committee authorized to implement, administer, and amend the scheme as needed.
   • Aggregate shares issuable under ESOS, PSP, and any other scheme capped at 15% of issued shares.
   • Shares purchased under share buyback mandates may be used to satisfy option exercises.
2. Granting Options at a Discount:
   • Options under ESOS may be granted at up to 20% below prevailing market price, subject to SGX-ST limits.
3. GRP Performance Share Plan 2025 (PSP):
   • Awards (shares/cash or combinations) to be granted free of payment to selected employees and directors.
   • Aggregate shares issued/issuable under ESOS, PSP, and other schemes capped at 15%.
   • Shares bought under buyback mandates may be used to settle PSP awards.
4. Participation by Controlling Shareholder and Associate:
   • Specific approval for Kwan Chee Seng and Kelvin Kwan Chee Hong to participate in ESOS and PSP.
   • Both abstained from voting on respective resolutions, ensuring transparency and fairness.

Shareholder Questions and Governance

Shareholder Query: One shareholder asked about the rationale for including Mr Kelvin Kwan Chee Hong and whether a cash bonus might be more appropriate. The Chairman clarified that both schemes are independently administered, align management and shareholders’ interests, and are consistent with market practice.

Conclusion

The successful passage of these resolutions marks a significant step for GRP Limited in modernizing its compensation structure, aligning employee incentives with shareholder interests, and adhering to best practices in governance. Investors should closely monitor future announcements regarding option grants and performance share awards, as these could impact share dilution and management performance, both of which are key drivers for potential share price movement.

Disclaimer: The information above is based on official meeting minutes and is for informational purposes only. It does not constitute investment advice. Investors are advised to conduct their own research and consult with professional advisers before making any investment decisions.

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