As
filed with the Securities and Exchange Commission on August 29, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Genius
Group Limited
(Exact
name of registrant as specified in charter)
Singapore |
|
Not
Applicable |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(IRS
Employer
Identification
No.) |
8
Amoy Street #01-01,
Singapore
|
|
049950 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Genius
Group Limited
Employee
Share Scheme 2024 |
(Full
Title of the Plan) |
Roger
James Hamilton, Chief Executive Officer
C/O
Jolie
Kahn, Esq.
12
E. 49th Street, 11th floor
New
York, NY 10017
Telephone:
(516) 217-6379
Facsimile:
(866) 705-3071
(Name
and Address of Agent For Service)
516-217-6379
Telephone
Number, Including Area Code of Agent For Service.
Copies
to:
Jolie
Kahn, Esq.
12
E. 49th Street, 11th floor
New
York, NY 10017
Telephone:
(516) 217-6379
Facsimile:
(866) 705-3071
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
STATEMENT
OF INCORPORATION BY REFERENCE
This
Registration Statement on Form S-8 is being filed by Genius Group Limited (the “Company”) to register an additional 3,000,000
shares of the Common Stock of the Company, No par value per share (the “Common Stock”), issuable under the Incentive
Plan and multiple services agreement
GENIUS
GROUP LIMITED
The Genius Group Limited Employee Share
Scheme 2024 (the “2024 Incentive Plan” or the “Incentive Plan”)
Explanatory
Note
This
Registration Statement is being filed by Genius Group Limited (the “Registrant,” “we,” “us”, “our”
or similar terminology) relating to continuing issuances of ordinary shares which may be offered and sold pursuant to the Incentive Plans.
This
Registration Statement includes a pool of an additional 3,000,000 shares under 2024 Incentive Plan which may be distributed to
both affiliates and non-affiliates in the future. Some of these shares constitute “control securities” which have been issued
prior to or issuable after the filing of this Registration Statement. With respect to each such agreement, instrument or other document
filed as an exhibit to the Registration Statement, we refer you to the exhibit for a more complete description of the matter involved,
and each such statement shall be deemed qualified in its entirety by this reference.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. |
Plan Information. The Company is registering a pool
of an additional 3,000,000 ordinary shares under the 2024 Incentive Plan which may be distributed to both affiliates and non-affiliates
in the future. Some of these shares constitute “control securities” which have been issued prior to or issuable after
the filing of this Registration Statement. The purpose of the Incentive Plans is to provide ordinary shares to employees, officers
and directors to the Company as a form of compensation and also to issue equity awards as possible incentives and for employee retention
purposes. These plans are not subject to ERISA and are administered by the Company’s Compensation Committee. The Incentive
Plans do not have a fixed term but may be terminated at any time by the Committee or the Company’s shareholders. The Incentive
Plans contain clawback provisions consistent with the Company’s Clawback provision. The Incentive Plans are deemed qualified
under Section 401 of the IRS Code to the extent applicable. Except with the prior written consent of the Company, no party may assign,
transfer, charge or otherwise deal with any of its rights or obligations under this Agreement nor grant, declare, create or dispose
of any right or interest in it. As the Company is a foreign private issuer incorporated in Singapore, each recipient hereunder is
encouraged to reach out to their own advisors as to the tax effects of a grant to such recipient under the Incentive Plan in the
jurisdiction(s) in which such recipient is subject to taxation. |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference herein contain forward-looking statements that reflect our current expectations
and views of future events. The forward-looking statements are contained principally in the sections included or incorporated by reference
herein entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” Readers are cautioned that known and unknown risks, uncertainties and other factors, including those over which we
may have no control and others listed in the “Risk Factors” section of this prospectus, may cause our actual results, performance
or achievements to be materially different from those expressed or implied by the forward-looking statements.
You
can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,”
“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking
statements largely on our current expectations and projections about future events that we believe may affect our financial condition,
results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:
● |
our
ability to compete in the highly competitive markets in which we operate, and potential adverse effects of this competition; |
● |
our
ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable
to keep pace with or adapt to rapidly changing technology, evolving industry standards and changing regulatory requirements; |
● |
uncertainty,
downturns and changes in the markets we serve; |
● |
our
expectations regarding the size of the global education market, Edtech market and the various geographic and demographic markets
that our group of companies serve; |
● |
our
competitiveness in the marketplace in relation to existing and new competitors in the marketplace; |
● |
our
commercialization strategy, including our plans to acquire education companies, to combine them in a global curriculum and Edtech
platform, and to digitize and distribute our courses globally; |
● |
our
belief that we will be able to drive commercialization of our GeniusU Edtech platform through the growth of our AI, and technology
development; |
● |
our
ability to integrate effectively our Pre-IPO Companies and IPO Acquisitions in order to expand their product range and improve their
financial performance; |
● |
the
willingness of our Partners, Mentors and Students to adopt GeniusU as their Edtech platform of choice; |
● |
our
ability to effectively manage our anticipated growth; |
● |
the
timing, scope or likelihood of regulatory submissions, filings, approvals, authorizations or clearances; |
● |
our
ability to repay or service our debt obligations and meet the financial covenants related to such debt obligations; |
● |
our
ability to enforce our intellectual property rights and to operate our business without infringing, misappropriating, or otherwise
violating the intellectual property rights and proprietary technology of third parties; |
● |
our
ability to develop effective internal controls over financial reporting; |
● |
our
ability to attract, motivate and retain qualified employees, including members of our senior management team; |
● |
our
expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act
of 2012 (the “JOBS Act”) and a foreign private issuer; |
● |
the
future trading price of our Ordinary Shares and impact of securities analysts’ reports on these prices; |
● |
our
ability to fully derive anticipated benefits from existing or future acquisitions, joint ventures, investments or dispositions; |
● |
exchange
rate fluctuations and volatility in global currency markets; |
● |
potential
adverse tax consequences resulting from the international scope of our operations, corporate structure and financing structure; and |
● |
increased
risks resulting from our international operations. |
These
forward-looking statements involve numerous risks and uncertainties. Although we believe that our expectations expressed in these forward-looking
statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other
matters that we anticipate could be materially different from our expectations. Important risks and factors that could cause our actual
results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and
other sections included or incorporated by reference in this prospectus. You should thoroughly read this prospectus and the documents
incorporated herein by reference with the understanding that our actual future results may be materially different from and worse than
what we expect. We qualify all of our forward-looking statements by these cautionary statements.
The
forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made
in or incorporated by reference in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly
any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements
are made or to reflect the occurrence of unanticipated events. You should read this prospectus, the documents incorporated by reference
into this prospectus and the documents we have filed as exhibits to the registration statement, of which this prospectus forms a part,
completely and with the understanding that our actual future results may be materially different from what we expect.
Corporate
Information
Our
principal executive offices are located at 8 Amoy Street, #01-01, Singapore 049950, which is also our registered address, and our telephone
number is +65 8940 1200. The address of our website is www.geniusgroup.net. Information contained on, or available through, our
website does not constitute part of, and is not deemed incorporated by reference into, this prospectus. Our agent for service of process
in the United States is Jolie Kahn, Esq., 12 E. 49th Street, 11th floor, New York, NY 10017.
The
Offering
Outstanding
Ordinary Shares |
|
21,708,798
Ordinary Shares outstanding as of August
28, 2024. |
|
|
|
Ordinary
Shares Offered |
|
Up
to 3,000,000 Ordinary Shares issued to officers and employees of the Company under the Incentive Plans. |
|
|
|
Proceeds |
|
We
will not receive any proceeds from the sale of our Ordinary Shares by the Selling Shareholders. |
|
|
|
Risk
Factors |
|
The
securities offered hereby are speculative and involve a significant degree of risk. See “Risk Factors” below. |
|
|
|
NYSE
American |
|
GNS |
RISK
FACTORS
Investing
in our Ordinary Shares is speculative and involves significant risks. You should carefully consider the following risks, as well
as other information set forth under the caption “Risk Factors” in Annual Report on Form 20-F (File No. 001-41353) filed
on May 15, 2024, and as further amended; and our other public filings made with the SEC which are incorporated by reference into this
prospectus.
Item
2. |
Registrant
Information and Employee Plan Annual Information. |
|
Each
participant may receivable and have available to them without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of this registration
statement, and these documents are incorporated by reference in this Section 10(a) prospectus.
Also available without charge, upon written or oral request, are all other documents required
to be delivered to employees pursuant to Rule 428(b) (§230.428(b)). The request should
be directed to.
|
|
|
|
Genius Group Limited |
|
c/o Roger Hamilton, Chief Executive
Officer |
|
8 Amoy Street, #01-01 |
|
Singapore 049950 |
|
Tel: +65 8940 1200 |
PART
II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to
you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated by
reference herein because it is an important part of this prospectus. We incorporate by reference into this prospectus and the registration
statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC:
(i) |
our
Annual Reports on Form 20-F (File No. 001-41353) filed on May 15, 2024. |
|
|
(ii) |
Our
Form 6-K Current Reports filed on May
15, 2024, May
17, 2024, May
20, 2024, May
22, 2024, June
4, 2024, June
6, 2024, June
6, 2024, June
11, 2024 June
25, 2024, June 26, 2024, June
26, 2024, June 28, 2024, July 15, 2024, July 19, 2024, July 24, 2024, July 24, 2024, July 26, 2024, August 6, 2024, August 9, 2024, August 13, 2024, August 16, 2024 and August 16, 2024. |
|
|
(iii) |
the
description of our Ordinary Shares contained in our Registration Statement on Form 8-A (File No. 001-41353) filed with the SEC on
April 11, 2022. |
We
also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 6-K and exhibits
filed on such form that are related to such items unless such Form 6-K expressly provides to the contrary) made with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until we file a post-effective amendment that indicates the termination of
the offering of the securities made by this prospectus, which will become a part of this prospectus from the date that such documents
are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any statements
in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with
the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later-filed document
modify or replace such earlier statements. In addition to being able to access any or all of the documents incorporated by reference
into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such
documents on our website at www.geniusgroup.net. We will furnish without charge to each person, including any beneficial owner,
to whom a prospectus is delivered, upon written or oral request, a copy of such documents. You should direct any requests for documents
to:
The
Commission allows us to “incorporate by reference” the information the Company files with the Commission, which means that
the Company can disclose important information by referring to those documents. The information incorporated by reference is considered
to be part of this Registration Statement, and later information filed with the Commission will update and supersede this information.
The Company hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
In
addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing
of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby
have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth
therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any
statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that
a statement contained in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section
172 of the Singapore Companies Act prohibits a company from exempting or indemnifying its officers (including directors acting in an
executive capacity) and similarly Section 208A of the Singapore Companies Act prohibits a company from exempting or indemnifying its
auditors against any liability, which by law would otherwise attach to them for any negligence, default, breach of duty or breach of
trust of which they may be guilty relating to us. However, a company is not prohibited from (a) purchasing and maintaining for any such
individual insurance against any such liability, or (b) indemnifying such individual against any liability incurred by him in defending
any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted, or in connection with
any application under Section 76A(13) or 391 or any other provision of the Singapore Companies Act in which relief is granted to him
by the court, (c) or indemnifying an officer against liability incurred by him or her to a person other than the company except in circumstances
where such liability is for any criminal or regulatory fines or penalties, or where such liability is incurred in respect of (i) defending
criminal proceedings in which he or she is convicted, (ii) defending civil proceedings commenced by the company or a related company
against him in which judgment is given against him or (iii) in connection with an application for relief under section 76A(13) or section
391 of the Singapore Companies Act in which the court refuses to grant him relief.
Subject
to the Singapore Companies Act and every other Singapore statute for the time being in force concerning companies and affecting us, our
constitution provides that each of our directors and officers and those of our subsidiaries and affiliates shall be entitled to be indemnified
by us or such subsidiary against any liability incurred by him or her arising out of or in connection with any acts, omissions or conduct,
actual or alleged, by such individual acting in his or her capacity as either director, officer, secretary or employee of us or the relevant
subsidiary, except to such extent as would not be permitted under applicable Singapore laws or which would otherwise result in such indemnity
being void in accordance with the provisions of the Singapore Companies Act.
We
may indemnify our directors and officers against costs, charges, fees, expenses and liabilities that may be incurred by any of them in
defending any proceedings (whether civil or criminal) relating to anything done or omitted or alleged to be done or omitted by such person
acting in his or her capacity as a director, officer or employee of our Company, in which judgment is given in his or her favor, or in
which he or she is acquitted or in which the courts have granted relief pursuant to the provisions of the Singapore Companies Act or
other applicable statutes, provided that such indemnity shall not extend to any liability which by law would otherwise attach to him
or her in respect of any negligence, default, breach of duty or breach of trust in relation to our Company, or which would otherwise
result in such indemnity being voided under applicable Singapore laws. No director or officer of our Company shall be liable for any
acts, omissions, neglects, defaults or other conduct of any other director or officer, and to the extent permitted by Singapore law,
our Company shall contribute to the amount paid or payable by a director or officer in such proportion as is appropriate to reflect the
relative fault of such director or officer, taking into consideration any other relevant equitable considerations, including acts of
other directors or officers and our Company, and the relative fault of such parties in respect thereof.
In
addition, subject to the Singapore Companies Act and every other Singapore statute for the time being in force concerning companies and
affecting our Company, no director, managing director or other officer shall be liable for the acts, receipts, neglects or defaults of
any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense incurred by us,
through the insufficiency or deficiency of title to any property acquired by order of the directors for us or for the insufficiency or
deficiency of any security upon which any of our moneys are invested or for any loss or damage arising from the bankruptcy, insolvency
or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss, damage or misfortune which
happens in the execution of his duties, unless the same happens through his own negligence, default, breach of duty or breach of trust.
We
expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims
made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such
directors and officers.
LEGAL
MATTERS
The
validity of the securities being offered herein has been passed upon for us by Joseph Lopez LLP.
EXPERTS
The
consolidated financial statements of Genius Group Limited and subsidiaries as of December 31, 2023 and 2022, have been audited by Enrome
LLP, independent registered public accounting firm, as set forth in their reports incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts
in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement under the Securities Act of 1933, as amended, with respect to the Ordinary Shares offered
hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in
the registration statement or the exhibits and schedules filed therewith. For further information about us and the Ordinary Shares offered
hereby, we refer you to the registration statement, the documents incorporated by reference herein and the exhibits and schedules filed
thereto. Statements contained or incorporated by reference in this prospectus regarding the contents of any contract or any other document
that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects
by reference to the full text of such contract or other document filed as an exhibit to the registration statement. The SEC maintains
an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically
with the SEC. The address of that site is www.sec.gov.
We
are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we file periodic
reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information is available
for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.geniusgroup.net.
You may access our Registration Statement on Form F-1, annual reports on Form 20-F, current reports on Form 6-K, and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon
as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The reference to our website address
does not constitute incorporation by reference of the information contained on our website, and you should not consider the contents
of our website in making an investment decision with respect to our Ordinary Shares.
You
may also request all information free of charge from the Company at:
Genius
Group Limited
c/o
Roger Hamilton, Chief Executive Officer
8
Amoy Street, #01-01
Singapore
049950
Tel:
+65 8940 1200
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
ITEM
9. UNDERTAKINGS
(a) |
The
undersigned registrant hereby undertakes: |
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided,
however, Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and
the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date; or
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(d)
The registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
|
Information
required by Part I to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended. |
We
also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 6-K and exhibits
filed on such form that are related to such items unless such Form 6-K expressly provides to the contrary) made with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until we file a post-effective amendment that indicates the termination of
the offering of the securities made by this prospectus, which will become a part of this prospectus from the date that such documents
are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any statements
in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with
the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later-filed document
modify or replace such earlier statements. In addition to being able to access any or all of the documents incorporated by reference
into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such
documents on our website at www.geniusgroup.net. we will furnish without charge to each person, including any beneficial owner,
to whom a prospectus is delivered, upon written or oral request, a copy of such documents. You should direct any requests for documents
to:
Roger
James Hamilton
Chief
Executive Officer
Genius
Group Limited
8
Amoy Street, #01-01
Singapore
049950
You
should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is
different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate
on the date of this document.
Additional
risks and uncertainties not presently known may also impair our business operations. The risks and uncertainties described in this document
and other risks and uncertainties which we may face in the future will have a greater impact on those who purchase our ordinary shares.
These purchasers will purchase our ordinary shares at the market price or at a privately negotiated price and will run the risk of losing
their entire investment.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, on August 29, 2024.
|
Genius
Group Limited |
|
|
|
|
By: |
/s/
Roger James Hamilton. |
|
|
Roger
James Hamilton |
|
|
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Roger James Hamilton his true and
lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
By:
|
/s/
Roger James Hamilton |
August
29, 2024 |
|
Roger
James Hamilton |
|
|
Chief
Executive Officer and Chairman of the Board of Directors |
|
|
(Principal
Executive Officer) |
|
|
|
|
By: |
/s/
Suraj Naik |
August 29, 2024 |
|
Suraj
Naik |
|
|
Chief
Technology Officer and Director |
|
|
|
|
By:
|
/s/ Salim Ismail |
August 29, 2024 |
|
Salim Ismail |
|
|
Director |
|
|
|
|
By: |
/s/
Richard J. Berman |
August 29, 2024 |
|
Richard
J. Berman |
|
|
Director |
|
|
|
|
By: |
/s/ Michael Moe |
August 29, 2024 |
|
Michael Moe |
|
|
Director |
|
|
|
|
By: |
/s/ Riaz Shah |
August
29, 2024 |
|
Riaz Shah |
|
|
Director |
|
Exhibit
4.3
RULES
OF THE
GENIUS
GROUP LIMITED
RESTRICTED
SHARE plan
TABLE
OF CONTENTS
1. |
Name of the Plan |
1 |
2. |
Definitions |
1 |
3. |
Objectives of the PLAN |
7 |
4. |
Eligibility of Participants |
8 |
5. |
Grant of Awards |
9 |
6. |
Events Prior to the Vesting Date |
13 |
7. |
Performance Objectives/ Condition(s), Vesting of Awards, Release
of Awards, Cash Rewards, Malus and Clawback Rights |
16 |
8. |
Limitation on size of the PLAN |
24 |
9. |
Adjustment Events |
24 |
10. |
Administration of the PLAN |
25 |
11. |
Modifications to the PLAN |
26 |
12. |
Duration of the PLAN |
27 |
13. |
Administration of the PLAN |
28 |
14. |
Force majeure |
28 |
15. |
Assignment |
28 |
16. |
Further assurances |
28 |
17. |
Notices |
29 |
18. |
Whole agreement |
29 |
19. |
Waiver |
30 |
20. |
Variation |
30 |
21. |
Invalid terms |
31 |
22. |
No third-party enforcement |
31 |
23. |
Terms of employment unaffected |
32 |
24. |
Taxes |
32 |
25. |
Costs and expenses of the PLAN |
32 |
26. |
Condition of Award |
32 |
27. |
Disclaimer of liability |
33 |
28. |
No Shareholders Rights |
33 |
29. |
Governing law |
33 |
30. |
Dispute Resolution |
33 |
|
|
|
Schedule A - Genius Group Limited – Restricted Share Plan (Award Letter) |
34 |
|
|
|
Schedule B - Genius Group Limited – Restricted Share Plan (Acknowledgement Form) |
35 |
GENIUS GROUP LIMITED – RESTRICTED SHARE PLAN
The
Plan shall be called the “Genius Group Limited Restricted Share Plan” (herein referred to as the “PLAN”).
2.1 | In
the PLAN, unless the context otherwise requires, the following words and expressions shall
have the following meanings: |
Act |
|
The
Companies Act (Cap 50) of Singapore as amended, modified or supplemented from time to time. |
|
|
|
Associated
Company |
|
Any
company outside the Group in which the Company and/or Group has an equity interest. |
|
|
|
Auditors |
|
The
auditors of the Company for the time being. |
|
|
|
Award |
|
An
award of Shares granted under Rule 5. |
|
|
|
Award
Date |
|
In
relation to an Award, the date on which the Award is granted pursuant to Rule 5. |
|
|
|
Award
Letter |
|
The
letter confirming the grant of an Award to a Participant by the Committee, in the form or
substantially in the form set out in Schedule A. The Award Letter shall specify the terms,
including the date or dates on which the RSU (as defined below) shall become fully vested
and non-forfeitable.
The
Acknowledgement Form referred to in the Award Letter shall be in the form or substantially in the form set out in Schedule B. |
|
|
|
Board |
|
The
board of directors of the Company. |
|
|
|
Business
Day |
|
A
day (other than Saturdays, Sundays or gazetted public holidays) on which banks are open for business in Singapore. |
Clawback
Determination Date |
|
Has
the meaning given to it in Rule 7.9.4. |
|
|
|
Clawback
Notification Date |
|
Has
the meaning given to it in Rule 7.9.4(a). |
|
|
|
Clawback
Period |
|
Has
the meaning given to it in Rule 7.9.2(b). |
|
|
|
Clawback
Right |
|
Has
the meaning given to it in Rule 7.9.2(b). |
|
|
|
Committee |
|
The
compensation committee of the Company, comprising directors of the Company, duly authorised and appointed by the Board to administer
the PLAN. |
|
|
|
Communication |
|
An
Award, including the Award Letter, the Release Letter, and/or any correspondence made or to be made under the Plan (individually
or collectively). |
|
|
|
Company |
|
Genius
Group Limited, a company incorporated under the laws of Singapore with registration number 201541844C. |
|
|
|
Constitution |
|
Means
the Constitution of the Company (as may be in force from time to time). |
|
|
|
Director |
|
A
person holding office as a director for the time being of the Company and/or its Subsidiaries, as the case may be. |
Eligible Employees |
|
Any
of the employees in the following companies: |
|
|
1. |
GeniusU
Web Services Private Ltd, a company incorporated under the laws of India with registration
number UN2900GJ2014PTC081013;
|
|
|
|
|
|
|
2. |
Entrepreneurs
Institute Australia Pty Ltd, a company incorporated under the laws of Australia with registration number ABN 51163274940; |
|
|
|
|
|
|
3. |
Genius
Group Limited, a company incorporated under the laws of Singapore with registration number 201541844C; |
|
|
|
|
|
|
4. |
Genius
Group USA Inc, a company incorporated under the laws of Delaware with registration number 883748550; |
|
|
|
|
|
|
5. |
Genisu
Limited, a company incorporated under the laws of Singapore with registration number 201932790Z; |
|
|
|
|
|
|
6. |
Wealth
Dynamics Pte Ltd, a company incorporated under the laws of Singapore with registration number 201111528G; |
|
|
|
|
|
|
7. |
Talent
Dynamics Pathway Limited, a company incorporated under the laws of United Kingdom with registration number 7366851; |
|
|
|
|
|
|
8. |
Entrepreneur
Resorts Ltd and Subsidiaries, a company incorporated under the laws of Seychelles with registration number 194139; |
|
|
|
|
|
|
9. |
University
of Antelope Valley, a company incorporated under the laws of United States of America with registration number 03427500; |
|
|
|
|
|
|
10. |
Property
Investors Network Ltd, a company incorporated under the laws of United Kingdom with registration number 8166332; |
|
|
|
|
|
|
11. |
Mastermind
Principles Ltd, a company incorporated under the laws of United Kingdom with registration number 07106363; |
|
|
|
|
|
|
12. |
Education
Angels In Home Childcare Limited, a company incorporated under the laws of New Zealand with registration number 9429042447597; |
|
|
|
|
|
|
13. |
E
Squared Education Enterprise and Subsidiaries, a company incorporated under the laws of South Africa with registration number 2002/020554/07; |
|
|
|
|
|
|
14. |
Revealed
Films Inc, a company incorporated under the laws of United States of America with registration number 10716315-0143. |
Executive
Director |
|
A
director of the Company and/or its Subsidiaries, as the case may be, who performs an executive function within the Company or the
relevant Subsidiary, as the case may be. |
|
|
|
Group |
|
The
Company, its Subsidiaries, and any Eligible Company. |
|
|
|
Group
Employee |
|
Any
confirmed employee of the Group (including any Executive Director) selected by the Committee to participate in the PLAN in accordance
with Rule 4. |
|
|
|
Market
Value |
|
Fair
market value of the Shares calculated based on the closing price of the Shares on the New York Stock Exchange (“NYSE”)
at the end of the trading day of the NYSE on the Vesting Date |
|
|
|
Non-Executive
Director |
|
A
director of the Company and/or its Subsidiaries, as the case may be, other than an Executive Director but including the independent
Directors of the Company. |
|
|
|
Participant |
|
The
holder of an Award (including, where applicable, the executor or personal representative of such holder). |
|
|
|
Performance
Condition |
|
In
relation to a Performance-related Award, the condition specified on the Award Date in relation to that Award. |
|
|
|
Performance
Period |
|
In
relation to a Performance-related Award, a period, the
duration
of which is to be determined by the Committee on the Award Date, during which the Performance Condition(s) is (are) to be satisfied. |
Performance-related
Award |
|
An
award in relation to which a Performance Condition(s) is(are) specified. |
|
|
|
PLAN |
|
This
Genius Group Limited – Restricted Share Plan, as amended from time to time. |
Record
Date |
|
The
date fixed by the Company for the purposes of determining entitlements to dividends or other distributions to, or rights of, holders
of Shares. |
|
|
|
Release |
|
In
relation to an Award, the release of all or some of the
RSU
to which that Award relates in accordance with the Plan and, to the extent that any RSU which are the subject of the Award are not
released pursuant to the Plan, the Award in relation to those shares shall lapse accordingly and “Released” shall
be construed accordingly. |
|
|
|
Release
Letter |
|
A
letter in such form as the Committee shall approve specifying the number of RSU Released or to be Released to a Participant pursuant
to Rule 7. |
|
|
|
Release
Schedule |
|
In
relation to an Award, a schedule (if any) in such form as the Committee shall approve, in accordance with which Shares which are
the subject of that Award shall be Released. |
|
|
|
Release
Value |
|
In
relation to Released RSU, has the meaning given to it in Rule 7.9.4(b)(ii). |
|
|
|
Released
Award |
|
An
Award which has been Released in full or in part in accordance with Rule 7. |
|
|
|
Released
Shares |
|
Has
the meaning given to it in Rule 7.9.2(b). |
|
|
|
Restricted
Share Unit / RSU |
|
The
Committee, in its sole discretion, shall determine whether to grant Restricted Share Units (“RSU”) and the number
of RSU to be granted to each Participants. |
|
|
|
Retention
Period |
|
In
relation to an Award, such period commencing on the Vesting Date in relation to that Award as may be determined by the Committee
on the Award Date. |
|
|
|
Rules |
|
Rules
of this PLAN. |
|
|
|
Shareholders |
|
The
registered holders of Shares. |
|
|
|
Shares |
|
Ordinary
shares of US$ in the capital of the Company, with such rights and obligations as set out in the Constitution. |
Subsidiaries |
|
Companies
which are for the time being subsidiaries of the Company as defined by section 5 of the Act; and “Subsidiary” means each
of them. |
|
|
|
US$ |
|
United
States Dollar |
|
|
|
Vesting |
|
In
relation to Shares which are the subject of a Released
Award,
the absolute entitlement to all or some of the Shares which are the subject of a Released Award and “Vest” and
“Vested” shall be construed accordingly. |
|
|
|
Vesting
Date |
|
In
relation to Shares which are the subject of a Released
Award,
the date (as determined by the Committee and notified to the relevant Participant) on which those Shares are to be Vested pursuant
to Rule 7. |
|
|
|
Vesting
Period |
|
In
relation to an Award, each period (if any), the duration of which is to be determined by the Committee on the Award Date, after the
expiry of which the relevant number of Shares which are subject to the applicable period shall be Vested to the relevant Participant
on the relevant Vesting Date, subject to Rule 7. |
|
|
|
Year |
|
Calendar
year, unless otherwise stated. |
|
|
|
% |
|
Per
centum |
2.2 | Words
importing the singular number shall, where applicable, include the plural number and vice
versa. Words importing the masculine gender shall, where applicable, include the feminine
and neuter gender. |
| |
2.3 | Any
reference to a time or date is a reference to the time and date in Singapore. |
| |
2.4 | Any
reference in the PLAN to any enactment is a reference to that enactment as for the time being
amended or re-enacted. Any word defined under any statutory modification thereof and used
in the PLAN shall have the meaning assigned to it under statutory modification. |
The
PLAN will provide an opportunity for Group Employees who have contributed significantly to the growth and performance of the Group (including
Executive and Non-Executive Directors) and who satisfy the eligibility criteria as set out in Rule 4 of the PLAN, to participate in the
equity of the Company.
The
PLAN is primarily a share incentive scheme. It recognises the fact that the services of such Group Employees are important to the success
and continued well-being of the Group. Implementation of the PLAN will enable the Company to give recognition to the contributions made
by such Group Employees. At the same time, it will give such Group Employees an opportunity to have a direct interest in the Company
at no direct cost to its profitability and will also help to achieve the following positive objectives:
| (a) | the
motivation of each Participant to optimise his performance standards and efficiency and to
maintain a high level of contribution to the Group; |
| | |
| (b) | the
retention of key employees and Executive Directors of the Group whose contributions are essential
to the long-term growth and profitability of the Group; |
| | |
| (c) | to
instil loyalty to, and a stronger identification by the Participants with the long-term prosperity
of the Company; |
| | |
| (d) | to
attract potential employees with relevant skills to contribute to the Group and to create
value for the Shareholders; and |
| | |
| (e) | to
align the interests of the Participants with the interests of the Shareholders. |
4.
|
Eligibility
of Participants |
|
|
4.1
|
The
following persons shall be eligible to participate in the PLAN at the absolute discretion of the Committee: |
|
(a)
|
Employees
of the Company and its Subsidiaries |
|
(i)
|
confirmed
full-time employees of the Company and/or its Subsidiaries who have attained the age of twenty-one on and hold such service grade
as may be designated by the Committee from time to time; |
|
|
|
|
(ii)
|
Directors
of the Company and/or its Subsidiaries who perform an executive function, provided that any Director who is a member of the Committee
shall not be involved in the Committee’s deliberations and decisions in respect of Options to be granted to or held by that
Director; |
|
|
|
|
(iii)
|
employees
who qualify under sub-paragraph (i) above and are seconded to a company in an Associated Company; and |
|
|
|
|
(iv)
|
Controlling
Shareholders or their Associates, provided that: |
|
(A)
|
they
have been instrumental in contributing and spearheading the growth of the business operations of our Group; |
|
|
|
|
(B)
|
their
participation in the PLAN and the number of Shares and the terms of the Award to be released are specially approved by the Committee
in a separate resolution for each such person; |
|
|
|
|
(C)
|
a
letter or notice of participation proposing such a resolution is provided, with clear rationale for the proposed participation by
such Controlling Shareholders or their Associates. This letter or notice to the Committee shall also include a clear rationale for
the number of Shares and terms of the Award to be released; and |
|
|
|
|
(D)
|
Such
Controlling Shareholder and Associate shall abstain from voting on any resolution in relation to his participation in the PLAN, the
number of Shares and terms of the Award to be released to him/her. |
|
(b)
|
Associated
Company Employee |
|
(i)
|
confirmed
full-time employees of an Associated Company who have attained the age of twenty-one on and hold such service grade as may be designated
by the Committee from time to time; |
|
|
|
|
(ii)
|
directors
of an Associated Company who perform an executive function; and |
|
|
|
|
(iii)
|
non-executive
directors of an Associated Company. |
4.2
|
For
the purposes of Rules 4.1(a)(i) and 4.1(b)(i) above, the secondment of an employee to another company shall not be regarded as a
break in his employment or his having ceased by reason only of such secondment to be a full-time employee of the Group. |
|
|
4.3
|
There
shall be no restriction on the eligibility of any Participant to participate in any other share option or share incentive schemes
implemented by any other companies within the Group or by any Associated Company or otherwise. |
|
|
4.4
|
Subject
to the Act, the terms of eligibility for participation in the PLAN may be amended from time to time at the absolute discretion of
the Committee, which will be exercised judiciously. |
|
|
5.
|
Grant
of Awards |
|
|
5.1
|
Subject
as provided in Rule 8, the Committee may grant Awards to eligible Group Employees, Associated Company Employees and/or Non-Executive
Directors, in each case, as the Committee may select, in its absolute discretion, at any time during the period when the Plan is
in force. |
|
|
5.2
|
(a)
The number of Shares which are the subject of each Award to be granted to a Group Employee and/or an Associated Company Employee
in accordance with the Plan shall be determined at the absolute discretion of the Committee, which shall take into account such criteria
as it considers fit, including (but not limited to) his service grade, job performance, years of service and potential for future
development, his contribution to the success and development of the Group and (in the case of a Performance-related Award) the extent
of effort and difficulty with which the Performance Condition(s) may be achieved within the Performance Period. |
|
(b)
The number of Shares which are the subject of each Award to be granted to a Director in accordance with the Plan shall be determined
at the absolute discretion of the Committee, which shall take into account criteria as it considers fit, including (but not limited
to) his board and committee appointments and attendance, and his contribution to the success and development of the Group. |
|
|
5.3
|
No
Performance-related Awards may be granted to Non-Executive Directors under the Plan. |
|
|
5.4
|
The
Committee shall decide in relation to an Award: |
(a)
the Participant;
(b)
the Award Date;
(c)
the number of Shares which are the subject of the Award;
(d)
in the case of a Performance-related Award:
(i)
the Performance Condition(s);
(ii)
the Performance Period; and
(iii)
the extent to which the Shares which are the subject of that Award shall be Released on the Performance Condition(s) being satisfied
(whether fully or partially) or exceeded or not being satisfied, as the case may be, at the end of the Performance Period;
(e)
the Vesting Period(s), if any;
(f)
the Vesting Date(s);
(g)
the Release Schedule, if any;
(h)
the Retention Period in relation to any or all of the Shares comprised in the Award, if any; and
(i)
any other condition which the Committee may determine in relation to that Award.
5.5
|
As
soon as reasonably practicable after making an Award, the Committee shall send to each Participant an Award Letter confirming the
Award and specifying in relation to the Award: |
(a)
the Award Date;
(b)
the number of Shares which are the subject of the Award;
(c)
in the case of a Performance-related Award:
(i)
the Performance Condition(s);
(ii)
the Performance Period; and
(iii)
the extent to which the Shares which are the subject of that Award shall be Released on the Performance Condition(s) being satisfied
(whether fully or partially) or exceeded or not being satisfied, as the case may be, at the end of the Performance Period;
(d)
the Vesting Period(s), if any;
(e)
the Vesting Date(s);
(f)
the Release Schedule, if any;
(g)
the Retention Period in relation to any or all of the Shares comprised in the Award, if any; and
(h)
any other condition which the Committee may determine in relation to that Award.
5.6
|
Participants
are not required to pay for the grant of Awards. |
|
|
5.7
|
The
Committee may amend or waive the Vesting Period(s), the Vesting Date(s), the Release Schedule, the Retention Period and/or any condition
applicable to an Award and, in the case of a Performance-related Award, the Performance Period, the Performance Condition(s) and/or
the extent to which the Shares which are the subject of that Award shall be Released on the Performance Condition(s) being satisfied
(whether fully or partially) or exceeded or not being satisfied, as the case may be, at the end of the Performance Period in respect
of that Award: |
(a)
in the event of:
(ii)
a compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its
amalgamation with another company or companies being approved by shareholders of the Company and/or sanctioned by the court under the
Act;
(iii)
an order being made or a resolution passed for the winding-up of the Company (other than as provided in Rule 6.1(a) or for reconstruction
or amalgamation); or
(iv)
a proposal to sell all or substantially all of the assets of the Company; or
(b)
in the case of a Performance-related Award, if anything happens which causes the Committee to conclude that:
(i)
a changed Performance Condition would be a fairer measure of performance, and would be no less difficult to satisfy; or
(ii)
a Performance Condition should be waived,
and
shall notify the Participants of such change or waiver.
5.8
|
An
Award or Released Award shall be personal to the Participant to whom it is granted and, prior to the allotment and/or transfer to
the Participant of the Shares to which the Released Award relates, shall not be transferred (other than to a Participant’s
personal representative, on the death of that Participant), charged, assigned, pledged or otherwise disposed of, in whole or in part,
except with the prior approval of the Committee and if a Participant shall do, suffer or permit any such act or thing as a result
of which he would or might be deprived of any rights under an Award or Released Award without the prior approval of the Committee,
that Award or Released Award shall immediately lapse. |
|
|
6.
|
Events
Prior to the Vesting Date |
|
|
6.1
|
An
Award shall, to the extent not yet Released, immediately lapse without any claim whatsoever against the Company in the following
events: |
|
(a)
|
an
order being made or a resolution passed for the winding-up of the Company on the basis, or by reason, of its insolvency; |
|
|
|
|
(b)
|
the
misconduct on the part of the Participant as determined by the Committee in its discretion; or |
|
|
|
|
(c)
|
subject
to Rule 6.2(b), where the Participant is a Group Employee or an Associated Company Employee, upon the Participant ceasing to be in
the employment of the Group or the relevant Associated Company, as the case may be, for any reason whatsoever. |
For
the purposes of Rule 6.1(c), the Participant shall be deemed to have ceased to be so employed as of the date the notice of termination
of employment is tendered by or is given to him, unless such notice is withdrawn prior to its effective date.
6.2
|
In
any of the following events, namely: |
|
(a)
|
the
bankruptcy of the Participant or the happening of any other event which results in his being deprived of the legal or beneficial
ownership of an Award; |
|
|
|
|
(b)
|
where
the Participant, being a Group Employee or an Associated Company Employee, ceases to be in the employment of the Group or the relevant
Associated Company, as the case may be, by reason of: |
|
(i)
|
ill
health, injury or disability (in each case, evidenced to the satisfaction of the Committee); |
|
|
|
|
(ii)
|
redundancy; |
|
|
|
|
(iii)
|
retirement
at or after the legal retirement age; |
|
|
|
|
(iv)
|
retirement
before the legal retirement age with the consent of the Committee; |
|
|
|
|
(v)
|
the
company by which he is employed ceasing to be a company within the Group or an Associated Company, as the case may be, or the undertaking
or part of the undertaking of such company being transferred otherwise than to another company within the Group or to an Associated
Company, as the case may be; |
|
|
|
|
(vi)
|
his
transfer to any entity, body or corporation at the direction of the Company or, as the case may be, the relevant Associated Company; |
|
|
|
|
(vii)
|
(where
applicable) his transfer of employment from the Group to an Associated Company or vice versa; or |
|
|
|
|
(viii)
|
any
other event approved by the Committee; |
then
the Committee may, in its absolute discretion, preserve all or any part of any Award and decide as soon as reasonably practicable following
such event either to Vest some or all of the Shares which are the subject of any Award or to preserve all or part of any Award until
the end of the Performance Period (if any) and/or each Vesting Period (if any) and subject to the provisions of the Plan. In exercising
its discretion, the Committee will have regard to all circumstances on a case-by-case basis, including (but not limited to) the contributions
made by the Participant, the proportion of the Vesting Period(s) which has (have) elapsed and, in the case of a Performance-related Award,
the proportion of the Performance Period which has elapsed and the extent to which the Performance Condition(s) has (have) been satisfied.
6.3
|
Without
prejudice to the provisions of Rule 5.7, if before the Vesting Date, any of the following occurs: |
|
(a)
|
a
compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of the Company or
its amalgamation with another company or companies being approved by shareholders of the Company and/or sanctioned by the court under
the Act; or |
|
|
|
|
(b)
|
an
order being made or a resolution passed for the winding-up of the Company (other than as provided in Rule 6.1(a) or for amalgamation
or reconstruction), |
the
Committee will consider, at its discretion, whether or not to Release any Award, and will take into account all circumstances on a case-by-case
basis, including (but not limited to) the contributions made by the Participant. If the Committee decides to Release any Award, then
in determining the number of Shares to be Vested in respect of such Award, the Committee will (if applicable) have regard to the proportion
of the Vesting Period(s) which has (have) elapsed and, in the case of a Performance-related Award, the extent to which the Performance
Condition(s) has (have) been satisfied. Where Awards are Released, the Committee will, as soon as practicable after the Awards have been
Released, procure the allotment or transfer to each Participant of the number of Shares so determined, such allotment or transfer to
be made in accordance with Rule 7. If the Committee so determines, the Release of Awards may be satisfied in cash as provided in Rule
7.
7.
|
Performance
Objectives/ Condition(s), Vesting of Awards, Release of Awards, Cash Rewards, Malus and Clawback Rights |
|
|
7.1
|
Review
of Performance Condition(s) |
7.1.1
In relation to each Performance-related Award, the Committee shall, as soon as reasonably practicable after the end of the relevant Performance
Period, review the Performance Condition(s) specified in respect of such Award and determine at its discretion:
|
(a)
|
whether
a Performance Condition has been satisfied and if so, the extent to which it has been satisfied; |
|
|
|
|
(b)
|
whether
any other condition applicable to such Award has been satisfied; and |
|
|
|
|
(c)
|
the
number of Shares (if any) comprised in such Award to be Released to the relevant Participant. |
7.1.2
The Committee shall have full discretion to determine whether any Performance Condition has been satisfied (whether fully or partially)
or exceeded and in making any such determination, the Committee shall have the right to make reference to the audited results of the
Company, the Group or an Associated Company (as the case may be) to take into account such factors as the Committee may determine to
be relevant, such as changes in accounting methods, taxes and extraordinary events, and further (but without prejudice to the provisions
of Rule 5.7), the right to amend any Performance Condition if the Committee decides that a changed performance target would be a fairer
measure of performance. If the Committee determines, in its sole discretion, that the Performance Condition(s) and/or any other condition
applicable to that Award has (have) not been satisfied (whether fully or partially) or (subject to Rule 6) if the relevant Participant
has not continued to be a Group Employee or an Associated Company Employee (as the case may be) from the Award Date up to the end of
the relevant Performance Period, that Award shall lapse and be of no value.
7.1.3
In relation to each Performance-related Award which is not subject to any Vesting Period, the Committee shall, subject to Rules 6, 7.1.1
and 7.1.2 and provided that the relevant Participant has continued to be a Group Employee or an Associated Company Employee (as the case
may be) from the Award Date up to the end of the Performance Period, Release to that Participant the number of Shares determined by the
Committee under Rule 7.1.1(c) on the Vesting Date relating thereto. Such part of an Award not Released shall lapse and be of no value.
7.1.4
In relation to a Performance-related Award which is subject to a Vesting Period or Vesting Periods, the provisions of Rule 7.2 shall
apply to the Release of Shares in respect of such Award.
In
relation to an Award which is subject to a Vesting Period or Vesting Periods, the Committee shall, subject to Rules 6, 7.1.1 (where applicable)
and 7.1.2 (where applicable) and provided that the relevant Participant has continued to be a Group Employee, an Associated Company Employee
or a Non-Executive Director (as the case may be) from the Award Date up to the end of the Performance Period (where applicable) and thereafter
at the end of each Vesting Period and, in the opinion of the Committee where applicable, the job performance of the relevant Participant
has been satisfactory, Release to the relevant Participant the relevant number of Shares in accordance with the Release Schedule specified
in respect of that Award on the relevant Vesting Date(s).
In
relation to an Award (other than a Performance-related Award) which is not subject to any Vesting Period, the Committee shall, subject
to Rule 6, Release to the relevant Participant the relevant number of Shares on the Vesting Date relating thereto.
Where
any Shares comprised in an Award are Released or to be Released to a Participant pursuant to Rule 7.1, Rule 7.2 or Rule 7.3, the Committee
may, if it deems fit, send to that Participant a Release Letter specifying the number of Shares Released or to be Released to him pursuant
thereto as soon as reasonably practicable after the Vesting Date or (if there is more than one Vesting Date) the first Vesting Date of
that Award.
The
RSUs which are Released to a Participant pursuant to Rule 7.1, Rule 7.2 or Rule 7.3 shall be delivered on a Business Day falling as soon
as practicable (as determined by the Committee) after the relevant Vesting Date by way of an allotment or transfer to the Participant
of the relevant number of Shares (which may, in the case of a transfer of Shares and to the extent permitted by law, include Shares held
by the Company as treasury shares). For avoidance of doubt, any RSUs so released and/or delivered are tradable, in respect of which the
Participant may choose to sell the same (either by himself personally or by instructing the Company to do so on his behalf).
New
Shares allotted and issued, and existing Shares procured by the Company for transfer, pursuant to the Release of any Award shall:
(a)
be subject to all the provisions of the Constitution; and
(b)
rank in full for all entitlements, including dividends or other distributions declared or recommended in respect of the then existing
Shares, the Record Date for which is on or after the relevant Vesting Date, and shall in all other respects rank pari passu with
other existing Shares then in issue.
The
Committee may determine to make a Release of an Award, wholly or partly, in the form of cash rather than Shares which would otherwise
have been Released to the Participant on the relevant Vesting Date, in which event the Company shall pay to the Participant as soon as
practicable after such Vesting Date, in lieu of all or part of such Shares, the aggregate Market Value of such Shares on such Vesting
Date.
If
a Retention Period is specified in an Award, Shares which are allotted or transferred on the Release of an Award to a Participant shall
not be transferred, charged, assigned, pledged or otherwise disposed of, in whole or in part, during such Retention Period, except to
the extent set out in the Award Letter or with the prior approval of the Committee. The Company shall be at liberty to take any steps
which it considers necessary or appropriate to enforce or give effect to the restriction on the transfer, charge, assignment, pledge
or disposal of Shares during the Retention Period otherwise than in accordance with the Award Letter or as approved by the Committee.
7.9 |
Malus
and Clawback Rights |
7.9.1
The grant of each Award, each Release of Shares, and each payment in lieu of Shares which would otherwise have been Released to the Participant
is subject to, and conditional upon, the Company’s rights as set out in this Rule 7.9. For the avoidance of doubt, this Rule 7.9
(and the Company’s rights thereunder) shall apply to every Award, without need for a reference to this Rule 7.9 in the Award Letter
or for the Committee to decide that this Rule 7.9 shall apply (whether pursuant to Rule 5.4 or otherwise).
7.9.2
If the Committee in its sole and absolute discretion determines that any of the exceptional circumstances enumerated in Rule 7.9.3 has
occurred in relation to a Participant, then:
(a)
without prejudice to the provisions of Rule 6.1, the Committee may cancel all or part of any Award to the extent not yet Released to
such Participant; and
(b)
in respect of all the Shares which were Released to such Participant within the period of 6 years prior to the Clawback Determination
Date (“Clawback Period”) (and, for the purposes of this Rule 7.9, a Share shall be deemed to have been Released to
such Participant if such Participant had received payment of cash in lieu of such Share pursuant to Rule 7.7) (such Shares Released during
the Clawback Period, the “Released Shares”), the Company has the right (“Clawback Right”) to compel
or otherwise require a Participant to (and the Participant shall) pay to the Company such amount(s) as determined by the Committee (“Recoverable
Monies”) up to the aggregate of:
(i)
in respect of such of the Released Shares in relation to which the Participant received cash in lieu, the aggregate payments received
by such Participant in lieu of such Released Shares pursuant to Rule 7.7 prior to the Clawback Determination Date; and
(ii)
in respect of all other Released Shares, the Release Value of all such Released Shares,
subject
to, in accordance with, and as more fully set out in, Rules 7.9.4 and 7.9.5.
7.9.3
The exceptional circumstances referred to in Rule 7.9.2 are as follows:
(a) any Award:
(i)
which was granted to the Participant within the Clawback Period; and/or
(ii)
pursuant to which any of the Released Shares were Released to the Participant,
was
based (in whole or in part) on inaccurate financial statements (irrespective of when such inaccuracy was discovered and irrespective
of who caused such inaccuracy, and whether such financial statements were audited or unaudited);
(b)
the Participant (or any subordinate over whom such Participant had, at the material time, oversight responsibilities) had, at any time,
engaged in conduct that:
(i)
directly or indirectly caused, resulted in and/or contributed to, or is likely (in the opinion of the Committee) to cause, result in
and/or contribute to (whether directly or indirectly):
(1)
any financial loss or reputational harm to the Group, any company within the Group or an Associated Company; and/or
(2)
the need for a restatement of the financial results or financial statements (whether audited or unaudited) of the Group, any company
within the Group or an Associated Company; and/or
(3)
any adverse change in the risk profile or rating of the Group, any company within the Group or an Associated Company; and/or
(ii)
is otherwise detrimental to the Group, any company within the Group or an Associated Company, and/or detrimental to the business conducted
by the Group, any company within the Group or an Associated Company; or
(c)
the Participant had, at any time, engaged in any misconduct or committed any misfeasance, fraud or breach of trust or duty in relation
to the Group, any company within the Group or an Associated Company.
7.9.4
Following the Committee making the determination to exercise the Clawback Right (the date on which the determination is made, the “Clawback
Determination Date”), the Clawback Right shall be exercised in the manner set out in this Rule 7.9.4.
(a)
The Committee shall, in its sole and absolute discretion, determine (1) the limit on the quantum of the Recoverable Monies pursuant to
Rule 7.9.2(b), and (2) the quantum of the Recoverable Monies. The Committee shall then, within 30 calendar days of the Clawback Determination
Date, issue a written notice to the Participant of the following (and the Participant shall be required to comply with all directions
issued as part of or pursuant to such notice):
(i)
the Clawback Determination Date;
(ii)
the quantum of the Recoverable Monies, which amount shall be due and payable to the Company in accordance with such notice;
(iii)
the method of payment or transfer of the Recoverable Monies to the Company, and who shall bear the fees associated with such payment
or transfer (if any);
(iv)
the date by which the Participant has to pay or transfer the Recoverable Monies to the Company; and
(v)
the interest that will accrue if the Participant fails to pay or transfer to the Company the whole of the Recoverable Monies by the date
stipulated in such notification (if the Committee so decides in its sole and absolute discretion to impose such interest).
The
date of such notice by the Committee to the Participant shall be the “Clawback Notification Date”.
(b)
For the purposes of:
(i)
Rule 7.9.2(b)(i), the total of the payments made shall be calculated as follows:
(1)
this amount shall be equal to the total cash paid (prior to the Clawback Determination Date) to the relevant Participant pursuant to
Rule 7.7 in lieu of any of the Released Shares; and
(2)
the amount referred to in sub-paragraph (1) above shall be the aggregate cash paid (prior to the Clawback Determination Date) to the
relevant Participant pursuant to Rule 7.7 simpliciter and shall therefore not be adjusted for inflation, without prejudice to
the interest payable by such Participant pursuant to Rule 7.9.4(a); and
(ii)
Rule 7.9.2(b)(ii), the “Release Value” of the Released Shares means the aggregate of the respective amounts recorded
in the Company’s records as the quantum of monetary benefit received by the relevant Participant by virtue of the Release of such
Released Shares to such Participant.
(c)
The Company may exercise its Clawback Right more than once, provided that the Recoverable Monies as determined by the Committee for the
purposes of such subsequent exercise shall not include any amount which has been paid or which is payable to the Company pursuant to
the Company’s previous exercise(s) of its Clawback Right in respect of the Released Shares which are the subject of such subsequent
exercise.
(d)
The Participant acknowledges and agrees that:
(i)
the Participant shall have no right under any circumstances to recover any part of any amount which has been paid or transferred to the
Company;
(ii)
under no circumstances will the amount of money that is payable by the Participant to the Company pursuant to Rule 7.9.4 be reduced in
any way; and
(iii)
any part of the Recoverable Monies which the Participant has failed to pay or transfer to the Company in accordance with a notice issued
by the Committee pursuant to Rule 7.9.4 shall, together with the interest accrued in accordance with such notice, be a debt due and payable
by such Participant to the Company.
(e)
The Participant shall not have any right of dispute, set-off, deduction or withholding against the Company. The Company, by contrast,
shall have a right to set-off any sum or liability owed by the Company to the Participant, whether arising under the Plan or otherwise,
and whether as damages or otherwise.
(f)
The quantum of the Recoverable Monies shall be quoted and payable in US$ or such other currency (and using such exchange rate) as may
be determined by the Committee in its sole and absolute discretion.
7.9.5
(a) The Clawback Right, for the avoidance of doubt, is enforceable against all Participants, including Participants whose Awards have
fully Vested and/or been Released, Participants who have ceased to be employed by a company within the Group or an Associated Company
(as the case may be) and Participants who were Non-Executive Directors and who have ceased to be a director of a company within the Group
or an Associated Company (as the case may be).
(b) The Clawback Right is in addition to, and without prejudice to, any right or remedy that the Company has vis-à-vis a Participant (whether under the Plan, contract, tort or any other theory of law).
8. |
Limitation
on size of the PLAN |
8.1
The total number of RSU which may be delivered pursuant to Awards granted under the PLAN on any date, when added to the total number
of new Shares allotted and issued and/or to be allotted and issued, and issued Shares (including treasury shares) delivered and/or to
be delivered, pursuant to Awards granted under the PLAN shall not exceed a percentage of the total number of issued Shares on the date
preceding the date of the relevant Award which shall be decided by the Committee in its sole discretion.
8.2
Shares which are the subject of Awards which have lapsed for any reason whatsoever may be the subject of further Awards granted by the
Committee under the Plan.
9.1 |
If
a variation in the ordinary share capital of the Company (whether by way of a bonus or rights issue, reduction, subdivision, consolidation,
distribution or otherwise) shall take place or if the Company shall make a capital distribution or a declaration of a special dividend
(whether in cash or in specie), then the Committee may, in its sole discretion, determine whether: |
|
(a) | the class and/or
number of Shares which are the subject of an Award to the extent not yet Vested; and/or |
| (b) | the class and/or
number of Shares in respect of which future Awards may be granted under the Plan, |
shall
be adjusted and if so, the manner in which such adjustments should be made.
9.2 |
Notwithstanding
the provisions of Rule 9.1: |
| (a) | any adjustment
(except in relation to a bonus issue) must be confirmed in writing by the Auditor (acting only as an expert) to be in its opinion, fair
and reasonable; and |
| (b) | the adjustment
must be made in such a way that a Participant will not receive a benefit that a holder of Shares does not receive. |
9.3 |
Upon
any adjustment required to be made pursuant to this Rule 9, the Company shall notify the Participant (or his duly appointed personal
representatives where applicable) in writing and deliver to him (or his duly appointed personal representatives where applicable)
a statement setting forth the class and/or number of Shares which are the subject of the adjusted Award. Any adjustment shall take
effect upon such written notification being given or on such date as may be specified in such written notification. |
10. |
Administration
of the PLAN |
10.1 |
The
PLAN shall be administered by the Committee in its absolute discretion with such powers and duties as are conferred on it by the
board of directors of the Company, provided that no member of the Committee shall participate in any deliberation or decision in
respect of Awards granted or to be granted to him. |
10.2 |
The
Committee shall have the power, from time to time, to make and vary such arrangements, guidelines and/or regulations (not being inconsistent
with the Plan) for the implementation and administration of the Plan, to give effect to the provisions of the Plan and/or to enhance
the benefit of the Awards and the Released Awards to the Participants, as it may, in its absolute discretion, think fit. Any matter
pertaining or pursuant to the Plan and any dispute and uncertainty as to the interpretation of the Plan or any rule, regulation or
procedure thereunder or any rights under the Plan shall be determined by the Committee. |
|
|
10.3 |
Neither
the Plan nor the grant of Awards under the Plan shall impose on the Company or the Committee or any of its members any liability
whatsoever in connection with: |
|
(a) |
the
lapsing of any Awards pursuant to any provision of the Plan; |
|
|
|
|
(b) |
the
failure or refusal by the Committee to exercise, or the exercise by the Committee of, any discretion under the Plan; and/or |
|
|
|
|
(c) |
any
decision or determination of the Committee made pursuant to any provision of the Plan. |
10.4 |
Any
decision or determination of the Committee made pursuant to any provision of the Plan (other than a matter to be certified by the
Auditor) shall be final, binding and conclusive (including for the avoidance of doubt, any decisions pertaining to disputes as to
the interpretation of the Plan or any rule, regulation or procedure hereunder or as to any rights under the Plan). The Committee
shall not be required to furnish any reasons for any decision or determination made by it. |
11. |
Modifications
to the PLAN |
11.1 |
Any
or all the provisions of the PLAN may be amended from time to time by resolution of the Committee, except that: |
|
(a) |
any
modification or alteration which shall alter adversely the rights attaching to any Award granted prior to such modification or alteration
and which in the opinion of the Committee, materially alters the rights attaching to any Award granted prior to such modification
or alteration may only be made with the prior written consent of such number of Participants; and |
|
(b) |
any
modification or alteration which would be to the advantage of Participants under the PLAN shall be subject to the prior approval
of the Shareholders in general meeting. |
For
the purposes of Rule 11.1(a), the opinion of the Committee as to whether any modification or alteration would adversely alter the rights
attaching to any Option shall be final and conclusive.
11.2 |
Notwithstanding
anything to the contrary contained in Rule 11.1, the Committee may at any time by resolution (and without other formality, amend
or alter the PLAN in any way to the extent necessary to cause the PLAN to comply with any statutory provision or the provision or
the regulations of any regulatory or other relevant authority or body. |
|
|
11.3 |
Written
notice of any modification or alteration made in accordance with this Rule 11 shall be given to all Participants. |
12.1 |
The
PLAN shall continue to be in force at the discretion of the Committee, subject to a maximum period of ten (10) years, commencing
on the date on which the PLAN is adopted by the Shareholders. Subject to compliance with all applicable laws and regulations in Singapore,
the PLAN may be continued beyond the above stipulated period with the approval of the Shareholders by ordinary resolution at a general
meeting and of any relevant authorities which may then be required. |
|
|
12.2 |
The
PLAN may be terminated at any time by the Committee or by resolution of the Shareholders at a general meeting subject to all other
relevant approvals which may be required and if the PLAN is so terminated, no further Awards shall be granted by the Company hereunder. |
|
|
12.3 |
The
expiry or termination of the Plan shall not affect Awards which have been granted prior to such expiry or termination, whether such
Awards have been Released (whether fully or partially) or not. |
13. |
Administration of the PLAN |
13.1 | The
PLAN shall be administered by the Committee in its absolute discretion with such powers and
duties as are conferred on it by the Board. |
13.2 | The
Committee shall have the power, from time to time, to make or vary such regulations (not
being inconsistent with the PLAN) for the implementation and administration of the PLAN as
it thinks fit. |
13.3 | Any
decision of the Committee, made pursuant to any provision of the PLAN (other than a matter
to be certified by the Auditors), shall be final and binding (including any decisions pertaining
to disputes as to the interpretation of the PLAN or any rule, regulation, or procedure thereunder
or as to any rights under the PLAN). |
13.4 | A
Director who is a member of the Committee shall not be involved in its deliberation in respect
of Options to be granted to him. |
The
Group and any of its representatives shall not be liable for any failure to perform, or delay in performing, any obligation under this
Agreement if the failure or delay results from any circumstance beyond its/their/his reasonable control. Any such affected party shall
be entitled to a reasonable extension of the time for performing the relevant obligation.
Except
with the prior written consent of the Company, no party may assign, transfer, charge or otherwise deal with any of its rights or obligations
under this Agreement nor grant, declare, create or dispose of any right or interest in it.
At
its own cost, each party shall do anything that is required by law or may be reasonably necessary or desirable to implement and give
effect to this Agreement.
17.1 | Any
notice to be given by between the Company and a Participant in connection with the PLAN must
be in writing in English and signed by or on behalf of the party giving it. The notice must
be addressed and delivered to the intended recipient by hand, by courier, or by email at
the email address last notified by the intended recipient to the sender. |
17.2 | A
notice is taken to be effective upon receipt and shall be deemed to have been received (i)
at the time of delivery, if delivered by hand, registered post or courier, or (ii) at the
time of transmission if delivered by email. Where delivery occurs outside working hours,
notice shall be deemed to have been received at the start of working hours on the next following
business day. |
17.3 | The
addresses and email addresses of the parties for the purpose of Rule 17.1 are: |
Company: |
Attention:
Head of Investor Relations
Address:
8 Amoy Street, #01-01, Singapore 049950
Email:
investor@geniusgroup.net |
|
Participant: |
Per
the Participant’s details in his employment contract with the relevant company in the Group |
17.4 | Each
party shall notify the other party in writing of a change to its details in Rule 17.3 from
time to time. |
18.1 | This
PLAN sets out the whole agreement between the parties in respect of the subject matter of
this PLAN and supersedes any previous draft, agreement, arrangement or understanding, whether
in writing or not, relating to its subject matter. It is agreed that: |
| (a) | no
party has relied on or shall have any claim or remedy arising under or in connection with
any statement, representation, warranty or undertaking made by or on behalf of the other
party in relation to the subject matter of this PLAN that is not expressly set out in this
PLAN; |
| (b) | any
terms or conditions implied by law in any jurisdiction in relation to the subject matter
of this PLAN are excluded to the fullest extent permitted by law or, if incapable of exclusion,
any rights or remedies in relation to them are irrevocably waived; |
| (c) | the
only right or remedy of a party in relation to any provision of this PLAN shall be for breach
of this PLAN; and |
| (d) | except
for any liability in respect of a breach of this PLAN, neither party shall owe any duty of
care or have any liability in tort or otherwise to the other party in relation to the subject
matter of this PLAN. |
18.2 | Nothing
in this Rule 18 shall limit any liability for (or remedy in respect of) fraud or fraudulent
misrepresentation. |
19.1 | No
failure to exercise, or delay in exercising, any right under this PLAN or provided by law
shall affect that right or operate as a waiver of the right. The single or partial exercise
of any right under this PLAN or provided by law shall not preclude any further exercise of
it. |
20.1 | No
variation of this PLAN shall be valid unless it is in accordance with Rule 11 above. |
20.2 | If
this PLAN is varied: |
| (a) | the
variation shall not constitute a general waiver of any provisions of this PLAN; |
| (b) | the
variation shall not affect any rights, obligations or liabilities under this PLAN that have
already accrued up to the date of variation; and |
| (c) | the
rights and obligations of the Parties under this PLAN shall remain in force, except as, and
only to the extent that, they are varied. |
21.1 | Each
of the provisions of this PLAN is severable. |
21.2 | If
and to the extent that any provision of this PLAN: |
| (a) | is
held to be, or becomes, invalid or unenforceable under the law of any jurisdiction; but |
| (b) | would
be valid, binding and enforceable if some part of the provision were deleted or amended, |
then
the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable and neither the validity
or enforceability of the remaining provisions of this PLAN, nor the validity or enforceability of that provision under the law of any
other jurisdiction, shall in any way be affected or impaired as a result of this Rule 21.2.
21.3 | The
parties shall negotiate in good faith to amend or replace any invalid, void or unenforceable
provision with a valid, binding and enforceable substitute provision or provisions, so that,
after the amendment or replacement, the commercial effect of the PLAN is as close as possible
to the effect it would have had if the relevant provision had not been invalid, void or unenforceable. |
22. | No
third-party enforcement |
A
person who is not a party to this PLAN shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) of Singapore to
enforce any of its terms.
23. | Terms
of employment unaffected |
23.1 | The
PLAN or any Shares shall not form part of any contract of employment between the Company
or any Subsidiary (as the case may be) and any Participant and the rights and obligations
of any individual under the terms of the office or employment with such company within the
Group shall not be affected by his participation in the PLAN or any right which he may have
to participate in it or any Option which he may hold and the PLAN or any Share shall afford
such an individual no additional rights to compensation or damages in consequence of the
termination of such office or employment for any reason whatsoever. |
23.2 | The
PLAN shall not confer on any person any legal or equitable rights (other than those constituting
the Shares themselves) against the Company or any Subsidiary directly or indirectly or give
rise to any cause of action at law or in equity against the Company or any Subsidiary. |
All
taxes (including income tax) arising from the grant or Release of any Award granted to any Participant under the PLAN shall be borne
by that Participant.
25. | Costs
and expenses of the PLAN |
Save
for the taxes referred to in Rule 24 and such costs and expenses expressly provided in the PLAN to be payable by the Participants, all
fees, costs and expenses incurred by the Company in relation to the PLAN including but not limited to the fees, costs and expenses relating
to the allotment and issue, or transfer, of Shares pursuant to the Release of any Award shall be borne by the Company.
Every
Award shall be subject to the condition that no Shares shall be issued pursuant to this PLAN if such issue would be contrary to any law
or enactment, or any rules or regulations of any legislative or non-legislative governing body for the time being in force in Singapore
or any other relevant country.
27. | Disclaimer
of liability |
Notwithstanding
any provisions herein contained and subject to the Act, the Board, the Committee and the Company shall not under any circumstances be
held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in respect of any matter under or in connection
with the PLAN, including but not limited to the Company’s delay in allotting and issuing the Shares.
28. | No
Shareholders Rights |
No
Award gives the Participant any of the rights of a Shareholder of the Company unless and until Shares are in fact issued to such Person
in connection with such Award (as evidenced by the appropriate entry on the register of members of the Company).
The
PLAN and any non-contractual obligations arising out of, or in connection with it, shall be governed by, and interpreted in accordance
with, Singapore law.
30.1 | Any
dispute arising out of or in connection with this contract, including any question regarding
its existence, validity or termination, shall be referred to and finally resolved by arbitration
administered by the Singapore International Arbitration Centre (“SIAC”)
in accordance with the Arbitration Rules of the Singapore International Arbitration Centre
(“SIAC Rules”) for the time being in force, which rules are deemed
to be incorporated by reference in this rule. |
30.2 | The
seat of the arbitration shall be Singapore. |
30.3 | The
Tribunal shall consist of one arbitrator. |
30.4 | The
language of the arbitration shall be English. |
30.5 | The
law for the arbitration agreement shall be Singapore law. |
Schedule
A - Genius Group Limited – Restricted Share Plan (Award Letter)
Date: |
Serial No:
|
|
|
To: |
[Name] |
|
|
|
[Designation] |
|
|
|
[Address] |
Private
and Confidential
Dear
Sir/Madam,
1. | We
have the pleasure of informing you that, pursuant to the Genius Group Limited – Restricted
Share Plan (“PLAN”), you have been granted ____ Restricted Shares Unit
(“RSU”) by the Genius Group Limited (the “Company”).
Terms as defined in the Plan shall have the same meaning when used in this letter. |
| |
2. | Table
of Information: |
Date
of Award |
|
No. of
Restricted Share Units |
|
Type
of Award (i.e., Performance-related or Non-performance related) |
|
Performance
Condition(s) (if relevant) |
|
Performance
Period (if relevant) |
|
Vesting
Period (if relevant) |
|
Vesting
Date(s) |
|
Release
Schedule (if relevant) |
|
Retention
Period (if relevant) |
|
3. | The
grant of the Award shall be subject to the terms of the PLAN, a copy of which is available
for inspection at the business address of the Company. Please sign and return the Acknowledgement
Form. |
Yours
faithfully,
For
and on behalf of
Genius
Group Limited
Schedule
B - Genius Group Limited – Restricted Share Plan (Acknowledgement Form)
Date: |
Serial No:
|
|
|
To: |
The Committee, |
|
|
|
Genius Group Limited
– Restricted Share Plan |
I
have read your Award Letter dated ___________ and agree to be bound by the terms of the Award Letter and the PLAN referred to therein.
Terms defined in your Award Letter and the PLAN shall have the same meanings when used in this Acceptance Form.
I
confirm that my acceptance of the Award will not result in the contravention of any applicable law or regulation in relation to the ownership
of the Shares in the Company.
I
agree to keep all information pertaining to the grant of the Award to me confidential.
I
further acknowledge that you have not made any representation to induce me to accept the Award and that the terms of the Letter of Award
and this Acknowledgement Form constitute the entire agreement between us relating to the Award.
Please
print in block letters
Name in full |
: |
|
|
|
|
|
|
Designation |
: |
|
|
|
|
|
|
Address |
: |
|
|
|
|
|
|
Nationality |
: |
|
|
|
|
|
|
Signature |
: |
|
|
|
|
|
|
Date |
: |
|
|
Exhibit 5.1
![](https://www.sec.gov/Archives/edgar/data/1847806/000149315224034405/ex5-1_001.jpg)
![](https://www.sec.gov/Archives/edgar/data/1847806/000149315224034405/ex5-1_002.jpg)
![](https://www.sec.gov/Archives/edgar/data/1847806/000149315224034405/ex5-1_003.jpg)
![](https://www.sec.gov/Archives/edgar/data/1847806/000149315224034405/ex5-1_004.jpg)
![](https://www.sec.gov/Archives/edgar/data/1847806/000149315224034405/ex5-1_005.jpg)
Exhibit
23.1
![](https://www.sec.gov/Archives/edgar/data/1847806/000149315224034405/ex23-1_001.jpg)
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the reference to our firm under the caption “Item 8. Exhibits” and to the use of our report dated May 15, 2024,
with respect to our audits of consolidated financial statements of Genius Group Limited and its subsidiaries as of December
31, 2023, 2022 and 2021 and for each of the years in the three years ended, December 31, 2023, which report appears
in this Form S-8 filed with the Securities and Exchange Commission.
![](https://www.sec.gov/Archives/edgar/data/1847806/000149315224034405/ex23-1_002.jpg)
August 29, 2024
Enrome LLP |
|
143
Cecil Street, #19-03/04
|
|
admin@enrome-group.com |
|
|
GB Building Singapore 069542 |
|
www.enrome-group.com |
Exhibit
107
Calculation
of Filing Fee Table
Form
S-8
Genius
Group Limited
(Exact
Name of Registrant as Specified in its Charter)
Security
Type | |
Security
Class Title | |
Fee Calculation
Rule | |
Amount registered(1)(2) | | |
Proposed
maximum offering price per share (3) | | |
Maximum
aggregate offering price (3) | |
|
Amount
of registration fee(3) | |
Equity | |
Ordinary
Shares, no par value | |
Rule
457(c) and 457(h) | |
| 3,000,000 | | |
$ | 1.00 | | |
$ | 3,000,000 | |
|
$ | 442.80 | |
(1) |
This
Registration Statement is being filed by Genius Group Limited relating to 3,000,000 Ordinary Shares which may be offered and
sold pursuant to the Employee Share Scheme 2024. No additional registration fee is required for the shares registered on this Registration
Statement pursuant to Rule 457(h)(3). |
|
|
(2) |
Also
registered hereby are such additional and indeterminate number of Ordinary Shares as may be issuable under the plan by reason of
any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, or other similar change affecting the
outstanding Ordinary Shares. |
|
|
(3) |
Estimated
solely for the purpose of calculating the registration fee which was computed in accordance with Rule 457(c) and Rule 457(h)(1) under
the Securities Act of 1933, as amended, on a basis of the average of the high and low sales prices of the Ordinary Shares last reported
on the NYSE American on August 28, 2024. |
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