Your Elitez ESOP — the plain-English version.

This page explains how your Employee Share Option Plan works at Elitez. It is a summary for your understanding. The legal document that governs your rights is The Elitez Employee Share Option Plan (adopted 5 Oct 2025) and your Letter of Offer. If anything here conflicts with those, the legal documents win. All information here is confidential under Clause 15 of the Plan — please don't share it outside the company.

1. What you've been given

You have been granted Options. An Option is a right, not an obligation, to buy Employee Shares in Elitez Group Pte. Ltd. at a discount, at a future date. You haven't bought anything yet and you don't owe anything yet.

Employee Shares are a special class: Series A Preference Shares. They give you the economic rights of a shareholder — you receive dividends, and you participate in any future sale or listing of the company — but they do not give you voting rights. When the company lists on a stock exchange or is sold, your Employee Shares automatically convert to ordinary shares 1-for-1.

Your Options are held in your name. They're personal — you can't transfer, gift, or mortgage them. You accepted them by signing the Acceptance Form and paying S$1.

2. When do your Options vest?

Vesting is the process of earning your Options over time. You have to stay employed at Elitez (or a Group company) for the vesting to happen.

• First year: 0% vested. This is the cliff.
• End of year 1 (your grant's 1st anniversary): 20% vests, all at once.
• Years 2 to 5: the remaining 80% vests in equal monthly portions over 48 months.
• End of year 5: 100% vested.

Vesting is calculated from the first day of the calendar month of your Grant Date.

If the company gets acquired or lists publicly before year 5, 100% of your Options vest immediately.

3. When can you actually buy the shares? (Exercise)

Vesting means you've earned the Options. Exercise means you convert them into real shares by paying for them. These are different.

Your Exercise Date is the earlier of two events:

1. 5 years from your Grant Date (this is the normal case), or
2. Elitez sends you an Exit Notice (if the company is being sold or is about to list).

Once Exercise Date arrives, you have 14 days to exercise — in whole, not in part. All your Options from a single grant, or none.

In practice, Elitez runs this annually:

• 1 January: invitation is sent to every holder whose grant has just hit its 5-year mark.
• 14 days to decide and pay.
• 30 January: you officially become a shareholder (your shares are registered).

4. How much does it cost to exercise?

The exercise price is set at 90% off the Fair Market Value (FMV) of the shares as of your Exercise Date. You pay 10% of FMV per share.

How is FMV calculated?

Elitez Group is private, so there's no stock market price. The Committee calculates FMV every year using:

FMV per share = max(EBITDA × 6, Net Tangible Assets) ÷ total outstanding shares

• EBITDA is our earnings before interest, tax, depreciation and amortisation — from the audited financial statements for the fiscal year ending 30 April. These are published by 30 November.
• We apply a 6× multiple to EBITDA to arrive at an enterprise value.
• If EBITDA is zero or negative, we use the Net Tangible Assets of the group instead (the "NTA floor").
• Total outstanding shares is 32,432,432.

In an Exit Event (sale or IPO), the FMV for exercise purposes becomes the actual transaction price, not the internal formula.

Current numbers (FY2025 audit)

• EBITDA: S$4,624,269
• × 6 = enterprise value S$27,745,614
• ÷ 32,432,432 shares = FMV S$0.8555 / share
• Your exercise price = S$0.0856 / share (90% discount)

Worked example

You have 20,000 vested Options. You exercise at Jan 2026 prices:

• Cost to you: 20,000 × S$0.0856 = S$1,712
• Share value received: 20,000 × S$0.8555 = S$17,110
• Your gain at exercise: S$15,398 — this is taxable (see section 6).

How to pay

• PayNow to +65 96639634 (LIN RONGJIE), with the last 4 digits of your NRIC in the remarks so payment can be matched, OR
• Cheque or cashier's order to Elitez Group Pte. Ltd.

Payment must reach us within the 14-day window or your Option lapses.

5. What happens after you exercise?

Your Employee Shares are held in trust by Lim Yong Ciat (our Group CFO). You are the beneficial owner — the Trustee holds the legal title for you. This keeps regulatory compliance simple for the group while preserving all your economic rights.

As a beneficial owner, you are entitled to:

• Dividends (when declared)
• Proceeds from any future sale of the company
• Proceeds from any future IPO
• The right to buy or sell shares in the annual trading window (see section 7)

You are not entitled to vote at shareholder meetings. You are invited to the AGM as a beneficial owner, but the Major Shareholders retain voting.

6. Tax

This is not tax advice. Please consult your own tax advisor. But briefly:

• Singapore treats the gain at exercise — 90% of FMV × shares — as employment income at the moment of exercise. You must report this on your annual tax return. Elitez will issue you the relevant IRAS documentation (Appendix 8B).
• Future gains (if you later sell the shares for more) are generally capital gains and not taxed for individuals in Singapore. But this depends on your circumstances.
• If you are not a Singapore tax resident, special "deemed-exercise" rules may apply if you leave Singapore. This can generate a tax liability even without actually exercising. Talk to your advisor.

7. The annual trading window

Every year, Elitez runs an internal trading window, usually 16–31 January, where beneficial owners can buy and sell Employee Shares among each other.

How it works:

• Submit a bid (to buy) or ask (to sell) through the platform.
• At the end of the window, all orders are cleared in a batch.
• Elitez has right-of-first-refusal: for any sell order, the company may buy at the highest bid + S$0.01. Shares bought by the company become treasury shares for future ESOP.
• Remaining unmatched orders clear between holders.
• There is no cap on how much you can list. But the market is internal — it depends on other holders wanting to buy.

If you exercised in the current January window, your shares are locked up until the next January window. So: exercise January 2027, first eligible to sell January 2028.

8. Dividends

Elitez may declare two kinds of dividends, and you are eligible for both as a beneficial owner of Employee Shares:

Regular dividends:

• Declared in August, based on the FY ending 30 April.
• Paid by 30 November.
• Confirmed at the December AGM.

Special dividends (discretionary):

• Declared when something one-off happens — for example, the sale of a subsidiary.
• One recent example: the Adept Academy Pte Ltd Sale (Dec 2025) paid S$0.0341 per share to eligible ESOP holders.
• Usually conditioned on exercising within a specified window.

Dividends are paid to the Trustee, who passes them on to you pro-rata to your beneficial holding.

9. What if you leave? (This is the important one)

Whether you leave as a "Good Leaver" or a "Bad Leaver" is determined by the Committee based on the Plan.

• Bad Leaver means you were terminated for Cause — roughly, fraud, gross misconduct, serious breach, bankruptcy.
• Good Leaver means you were terminated without Cause, or you resigned with Board approval.

Your unvested Options

Always forfeited, regardless of leaver type. You lose them on your last day.

Your vested but unexercised Options

Your exercised Employee Shares

Bottom line: a Good Leaver who has exercised keeps the value of the exercised shares. A Bad Leaver loses almost everything. Unvested Options always forfeit.

Windows: the Company has 30 days from your last day to notify you of the clawback. For Good Leaver unexercised Options the Committee has 90 days to decide whether to clawback or let you retain.

10. What if the company is sold or goes public?

IPO: all unvested Options immediately vest and become exercisable before the listing date. Your Employee Shares automatically convert 1:1 into Ordinary Shares (via a Mandatory Conversion Notice).

Trade Sale or Change of Control: the Company has two options:

1. Drag — force you to participate in the sale. You receive the purchaser's price per share (minus your Exercise Price if your Options weren't exercised). You have to cooperate; if you don't, the Plan empowers a Director to sign on your behalf.
2. Tag — if the company waives Drag, you have the right to tag along and sell at the purchaser's price on the same terms.

In either case, you capture the full transaction value for your shares, minus Exercise Price if unexercised.

11. Who makes decisions?

The Committee administers the Plan. It consists of the three Major Shareholders (Derrick Teo, Chen Zaoxiang, Lim Yong Ciat) plus two senior employees. Decisions need a majority including a majority of Major Shareholders. Committee members cannot vote on matters concerning their own Options.

12. Confidentiality

You agreed (in Clause 15 of the Plan) not to disclose the terms of the Plan, your grant, or any related information. This covers your Letter of Offer, your grant size, your exercise price, your dividend amounts, everything. Don't share with colleagues, friends, family members, social media, or anyone outside Elitez who isn't your tax or legal advisor under professional confidentiality.

Exceptions: disclosure required by law or tax authority; disclosure with written Company consent; disclosure to a spouse or advisor in strict confidence where legally protected.

13. Dispute resolution

Any dispute is first referred to the Committee. If unresolved, mediation at the Singapore Mediation Centre. If that fails, arbitration at the Singapore International Arbitration Centre.

14. Quick reference

This document summarises your rights. Your Letter of Offer and The Elitez Employee Share Option Plan (5 Oct 2025) are the legally binding documents.