25. Share-based payment

Senior management share-based payment plan

The share-based payment plan is classified as an equity-settled plan since TMF Group does not have an obligation to repurchase the shares or otherwise settle in cash. A participant leaving TMF Group is obliged to offer the shares for sale to a party designated by CVC and ADIA, where the sale conditions are determined based on Administration conditions of STAK. In general, a participant will therefore have to stay employed until an exit event occurs in order to be entitled to the fair market value for the shares. An exit means sale, Initial Public Offering or a winding up.

Movements in the number of Depositary receipts outstanding and their related weighted average exercise prices are as follows:

The share capital of TMF Group Holding B.V. comprises of 27,830,754 voting shares, 29,528,233 ordinary shares and 1,719,311,761 preference shares. STAK directly and indirectly owns 7.6% of the shares with voting rights and 2.4% of the preference shares with no voting rights. Weighted average exercise price is €1 per share. Fair value is equal to the weighted average exercise price.

Share Appreciation Right

As from 2023 senior staff were granted Share Appreciation Rights (“SARs”), that entitle them to a cash payment if employed upon an exit event. The amount of cash payments is similar to the difference between the value of the ordinary shares of TMF Group Holding BV between 27 March 2023 and such exit. SARs will be settled in cash by TMF Group. An exit means sale, Initial Public Offering or a winding up.

Movements in the number of SARs outstanding are as follows:

The total number of SARs granted to employees as per 31 December 2023 is 160,000. The grant date fair value is determined as the difference between the estimated total fair value of the purchased shares and the issue price.

The grant date fair value as at 31 December 2023 is deemed nil. Cost recognised in income statement for share-based payment plan is not material.