NOTICE is hereby given that the Annual General Meeting of Alkane Energy plc (‘the Company’) will be held at 11.00 am on Wednesday 4 May 2011 at Edwinstowe House, High Street, Edwinstowe, Nottinghamshire NG21 9PR for the following purposes:
To consider and, if thought fit, pass the following resolutions, of which resolutions 8 and 11 will be proposed as ordinary resolutions and resolutions 9 and 10 will be proposed as special resolutions.
Approved by the Board and signed on its behalf.
Stephen Goalby
Company Secretary
Dated 21 March 2010
Registered Office:
Edwinstowe House
High Street
Edwinstowe
Notts NG21 9PR
Registered Number: 2966946
Registrars:
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE
A shareholder may appoint his or her proxy/proxies using the methods detailed in notes 11-12 below.
The notes to the proxy form explain how to direct a proxy how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
To change proxy instructions simply submit a new proxy appointment using the method set out in paragraph 11 above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after 11.00am on Thursday 28 April 2011 will be disregarded. Additional proxy forms are available from the Company’s registrars, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.
If more than one valid proxy appointment is submitted, the appointment received last before the latest time for the receipt of proxies will take precedence.
In order to revoke a proxy instruction a shareholder will need to inform the Company’s registrars by the method detailed in paragraph 12 above. In the case of a member which is a company, a hard copy revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by the Company no later than 11.00am on Thursday 28 April 2011.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude a shareholder from attending the Meeting and voting in person. If a shareholder has appointed a proxy and attends the Meeting in person, the proxy appointment will automatically be terminated.
For each financial year the directors are required to present the audited financial statements, the Directors’ Report and the Auditor’s Report to the shareholders at a general meeting. Once the resolution to receive the financial statements has been proposed, and before a vote is taken, the Chairman will invite questions from shareholders on the financial statements and any other matters relating to the Company’s business.
In accordance with Article 22.5 of the Company’s Articles of Association (the ‘Articles’) and the Combined Code, a third of directors are required to retire at each Annual General Meeting (‘AGM’), not more than three years since the AGM at which they were last elected, and such retiring directors shall be eligible for re-election. Julia Henderson, John Lander and Cameron Davies retire by rotation at this year’s AGM and seek re-election.
Biographical details of Julia Henderson, John Lander and Cameron Davies and particulars of their service contracts with the Company are set out on pages 16 and 17 of the Annual Report.
At each AGM, the Company is required to appoint an auditor to serve until such next meeting. PKF (UK) LLP have said that they are willing to continue in office for a further year. Resolution 5 proposes their appointment and Resolution 6 proposes that, in accordance with normal practice, the directors should be authorised to agree the fees of the auditor.
The Company is required to prepare a Directors’ Remuneration Report as part of its annual reporting obligations and seek shareholder approval of this Report. Resolution 7 proposes to approve the Board’s remuneration policy set out in the Directors’ Remuneration Report (which can be found on pages 24 to 28 of the Annual Report).
Under the Companies Act 2006 (the ‘Act’), your directors may only allot un-issued shares if authorised to do so by shareholders. The Act also prevents allotments for cash, other than to existing shareholders in proportion to their existing shareholdings (what are known as ‘pre-emptive rights’). Passing resolutions 8 and 9 will extend the directors’ flexibility to act in the best interests of shareholders, when opportunities arise, to issue new shares. Save for the allotment of shares pursuant to the Company’s existing share option schemes, the directors have no intention at this time to allot shares pursuant to the passing of these resolutions; however the directors may consider doing so if they believe it would be appropriate in respect of business opportunities that may arise consistent with the Company’s strategic objectives. In accordance with current market practice and the guidelines issued by the Association of British Insurers, the Company is seeking a broader authority to allot than was sought at the 2010 AGM.
Under resolution 8, the directors will be able to issue new shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal value of £313,318 (which is equal to approximately two-thirds of the issued ordinary share capital at 21 March 2011) in connection with a rights issue in favour of ordinary shareholders and up to an aggregate nominal value of £156,659 (which is equal to approximately one-third of the issued ordinary share capital at 21 March 2011) in other cases.
Under resolution 9, the Directors will be able either to issue shares for cash, other than to existing shareholders in proportion to their existing holdings, up to a maximum amount of £23,499 representing about five per cent (5%) of the issued ordinary share capital at 21 March 2011 or in a rights or other pre-emptive issue. These arrangements are intended to ensure that the interest of existing shareholders are protected so that, for example, in the event of an issue of new shares for cash to new shareholders, which is not a rights issue, the proportionate interest of existing shareholders could not, without their agreement, be reduced by more than five per cent (5%).
The authorities sought by resolutions 8 and 9 will last for 15 months or until the conclusion of the next AGM in 2012, whichever is earlier.
This resolution will provide the Company with the required authority to purchase its own shares up to a limit of ten per cent (10%) of its issued ordinary share capital. The maximum and minimum prices are stated in the resolution. Your directors believe that it is advantageous for the Company to continue to have this flexibility to purchase its own shares. The authority sought by resolution 10 will last for 15 months or until the conclusion of the next AGM in 2012, whichever is earlier. The directors have no intention at this time to purchase any shares pursuant to the passing of this resolution.
The Sharesave is an all-employee share plan that encourages employees to own shares in the Company and to share in its growth and success. It is intended to be a share option plan designed to be capable of approval by HMRC under Schedule 3 to ITEPA so that the participants enjoy certain tax benefits. The Sharesave will be administered by the Board of Directors (‘Board’) or a duly authorised committee of the Board.
Participation in the Sharesave will be offered to all employees, (including full-time executive directors) of the Company and participating subsidiaries who have been employed for a continuous period to be determined by the Board (not exceeding five years ending on the date of grant of the relevant option) and whose earnings from employment are general earnings (or would be if there were any) for a tax year in which the employee is ordinarily resident in the United Kingdom. In addition, certain other employees of any member of the Group (being the Company and all of the Subsidiaries for the time being or where the context so requires any one or more of them) nominated by the Board may be permitted to participate in the Sharesave. Neither the scheme rules, nor the relevant legislation, permit options to be granted to non-employees (such as consultants and non-executive directors).
Eligible employees may, however, only participate if they are not prohibited under the relevant legislation relating to HMRC approved Sharesave schemes from being granted an option by virtue of having (or having had within the previous 12 months) a material interest in the Company.
Invitations may be issued to eligible employees during the period of 42 days commencing on: (a) the day on which the Sharesave is formally approved by HMRC; (b) the date on which the Sharesave is adopted by the Board; (c) the dealing day immediately following the date of the preliminary announcement of the Company’s annual results in any year; (d) any day on which a change to the legislation affecting savings related share option schemes approved by HMRC is proposed or takes effect; or (e) any day on which a new savings contract prospectus is announced or takes effect.
If the issue of an invitation on any of the above days would be prohibited by virtue of the AIM rules or any statute or regulation or order made pursuant to such statute, then such invitation may be issued during the period of 42 days commencing on the second dealing day after the prohibition shall cease to have effect.
Each eligible employee who receives an invitation may, within 21 days from the date of invitation, (or such shorter period selected by the Board not being less than 14 days) apply for an option.
An eligible employee who wishes to be granted an option must enter into a sharesave contract with an approved savings body selected by the Board. Under the sharesave contract, the eligible employee will save a regular sum each month for three or five years of not less than £5 nor more than £250 per month (or such greater amount as may from time to time be permitted by Schedule 3 ITEPA). Employees who complete a sharesave contract will be entitled to a bonus which is fixed at the inception of the sharesave contract.
An option to acquire shares will be granted to each eligible employee who enters into a sharesave contract. The number of shares subject to such an option will be the number of ordinary shares which have an aggregate option price not exceeding the projected proceeds of the sharesave contract concerned, including the bonus (subject to any scaling back - see below).
No consideration is payable for the grant of an option.
If there are insufficient shares available to fully satisfy all applications received for an option from eligible employees (either due to the scheme limit referred to below or such other limit imposed by the Board for the purposes of an option), the Board may scale down the applications by taking one or more prescribed steps approved by HMRC and set out in the rules of the Sharesave to reduce the amount of savings made under each sharesave contract or otherwise reduce the proceeds derived from each sharesave contract so as to ensure that the options are granted over such number of shares does not exceed the number of shares available to satisfy those options.
The option price per share subject to an option will be selected by the Board but will not be less than an amount equal to 80 per cent (or such lesser percentage as may from time to time be permitted by Schedule 3 ITEPA) of the market value of each such share on the day on which invitations to apply for options are issued (‘Date of Invitation’), provided that where an option is to subscribe for shares the price shall not be less than the greater of (a) the nominal value of each such share at any time and (b) an amount equal to 80 per cent (or such other percentage as may be permitted by Schedule 3) of the market value of each such share on the Date of Invitation.
The exercise price (as well as the number of shares under option and their nominal value) may be adjusted by the Board in the event of any capitalisation issue or rights issue (other than an issue of shares pursuant to the exercise of an option given to the shareholders of the Company to receive shares in lieu of a dividend) or any other variation in the share capital of the Company including (without limitation) any consolidation, subdivision or reduction of capital. Any such adjustment will require the prior approval of HMRC.
On any date no option may be granted under the Sharesave if as a result the aggregate nominal value of shares issued or issuable pursuant to options granted during the previous ten years under the Sharesave or any other employee’s share scheme adopted by the Company would exceed ten per cent of the nominal value of the share capital of the Company in issue at that date.
Options are not transferable and (except in the circumstances described below) an option may normally only be exercised within a period of six months following the maturity of the relevant sharesave contract by a person who remains a director or employee.
Where an option holder dies before the maturity of his Sharesave contract, his personal representatives may exercise his option within a period of 12 months from the date of his death. Where an option holder dies within a period of six months following the expiry of his Sharesave contract without having exercised his option, his personal representatives may exercise his option within a period of 12 months from the date of expiry of the Sharesave contract.
An option holder may exercise his option within a period of six months of ceasing to be an employee of the Group where the cessation occurs as a result of:
Where an option holder reaches the age of 60, but remains in employment he may exercise his option within a period of six months after reaching such age.
Options will lapse upon cessation of employment of the option holder in any other circumstances not referred to above.
An option holder may exercise his option within a limited period following a take-over of the Company, the Court sanctioning a scheme under section 899 Companies Act 2006 in connection with the reconstruction or amalgamation of the Company or the passing of a resolution for the voluntary winding up of the Company.
In certain circumstances option holders may release their rights under options in consideration of the grant to them of equivalent rights over shares in an acquiring company which gains control of the Company.
The number of shares acquired on exercise will be limited by reference to the proceeds accrued under the relevant Sharesave contract up to the date of exercise.
The Sharesave provides the facility for the exercise of options to be satisfied by either the issue of shares, the transfer of shares held by trustees of an employee benefit trust established for the purpose of facilitating the holding of shares by Group employees or by the transfer of shares held in treasury.
Options are not capable of transfer or assignment.
Until options are exercised, option holders have no voting or other rights in relation to the shares subject to those options.
Shares allotted pursuant to the exercise of an option will rank pari passu in all respects with the shares already in issue but shall not rank for any dividends or other distribution payable by reference to a record date preceding the date of allotment. Shares transferred on the exercise of an option shall be transferred without the benefit of any rights attaching to the shares by reference to a record date preceding the date of that exercise. For so long as the Company’s shares are traded on AIM, the Company will use its best endeavours to procure that the shares issued following exercise of any options are admitted to trading on AIM as soon as practicable after allotment.
Benefits obtained under the Sharesave are not pensionable.
The Sharesave is administered by the Board. The Board may amend the provisions of the Sharesave. However, no amendment to a key feature of the Sharesave shall have effect until HMRC has approved such amendment. Furthermore, the rules of the Sharesave which relate to:
cannot be amended to the advantage of any option holder or potential option holder without the prior approval of the Company in general meeting except for minor amendments to benefit the administration of the Sharesave, to take account of any change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for any option holder or any Group company.
The Sharesave may be terminated at any time by resolution of the Board and shall in any event terminate on the tenth anniversary of its adoption by the Company so that no further options can be granted under the Sharesave after such termination. Termination shall not affect the outstanding rights of existing option holders.
Part A of the ESOP is designed to be capable of approval by HMRC under Schedule 4 of ITEPA whilst Part B of the ESOP will allow the Company to grant options which will not receive any of the beneficial tax treatment that are available for options granted under Part A.
All employees (including full time executive directors) of the Company and any of its subsidiaries may be granted options over shares under the ESOP provided, in the case of any options granted under Part A of the ESOP, that they are not precluded from participating in the ESOP by virtue of paragraph 9 of Schedule 4 (material interest in a close company).
The Remuneration Committee of the Board (‘Committee’) has absolute discretion to select the persons to whom options are to be granted and, subject to the limits set out below, in determining the number of shares subject to each option.
No options may be granted under Part A of the ESOP unless and until Part A of the ESOP has been formally approved by HMRC under Schedule 4 to ITEPA.
Options may be granted during the period of 42 days commencing on: (a) the date on which the Scheme is adopted by a resolution of the Board; (b) in the case of options granted under Part A of the ESOP, the day on which Part A of the ESOP is formally approved by HMRC; (c) the dealing day immediately following the date of the preliminary announcement of the Company’s annual or half-year results or (d) any other time fixed by the Committee where, in its discretion, circumstances are considered to be exceptional so as to justify the grant of options.
If the grant of an option on any of the above days would be prohibited by virtue of the AIM rules or any statute or regulation or any order made pursuant to such statute, then such option may be granted during the period commencing on the dealing day immediately following the lifting of such restrictions and ending 42 days thereafter.
No consideration is payable for the grant of an option.
On any date, no option may be granted under the ESOP if, as a result, the aggregate nominal value of shares issued or issuable pursuant to options granted during the previous ten years under the ESOP or any other employees’ share scheme adopted by the Company would exceed ten per cent of the nominal value of the share capital of the Company in issue on that date.
Each individual’s participation is limited so that:
The exercise price per share under an option is determined by the Committee at the time of grant but may not be less than the greater of (a) the market value of a share as at the date of grant and (b) in the case of an option to subscribe for shares, the nominal value of a share at any time.
The exercise price (as well as the number of shares under option and their nominal value) may be adjusted by the Committee in the event of any capitalisation issue or rights issue (other than an issue of shares pursuant to the exercise of an option given to the shareholders of the Company to receive shares in lieu of a dividend) or any other variation in the share capital of the Company including (without limitation) any consolidation, subdivision or reduction of capital. Any such adjustment to an option granted pursuant to Part A of the ESOP will require the prior approval of HMRC.
The exercise of options granted under the ESOP may be conditional upon the achievement of an objective performance target set at the time of grant. Such performance target shall be measured over a performance period determined by the Committee at the time of grant (which shall be no less than three years). To the extent to which the Committee determines that any condition imposed on an option pursuant to the rules of the ESOP has not been satisfied, such option shall lapse with immediate effect.
If events occur which cause the Committee reasonably to consider that a different or amended target would be a fairer measure of performance, the Committee may waive or amend the original performance target in such manner as it deems fit provided that any such amended target is not materially more difficult to achieve than the original performance target.
If certain events occur (such as a change of control of the Company) before the end of a performance period relating to an option, performance may be measured over an abbreviated performance period as the Committee thinks fit.
Normally, an option may only be exercised following the occurrence of the vesting date (as determined at the time of grant) to the extent that the performance target has been satisfied and the option holder is still an employee within the Group.
No option is capable of exercise more than ten years after its date of grant and will lapse on the tenth anniversary of its date of grant.
In the event of cessation of employment due to ill health, injury, disability, redundancy or retirement or the sale of the Company in which the award holder is employed, generally an option holder may exercise his option within a period of six months following such cessation. In the event of the transfer of the business in which the option holder is employed, options may be exercised immediately prior to such transfer. In each of these circumstances, exercise of option will remain subject to satisfaction of performance conditions and the number of shares over which the option may be exercised may be pro-rated on a time apportioned basis.
In the event of cessation of employment of the award holder by reason of his death, the option holder’s personal representatives will be entitled to exercise the option within 12 months following the date of his death. Where an option becomes capable of exercise before the expiry of the performance period relating to that option in these circumstances, the performance targets will be disregarded and the option will vest in full. The number of shares over which the option may be exercised may be pro-rated on a time apportioned basis.
If an option holder ceases to be an employee for any other reason, his option shall lapse immediately.
An option may also be exercised before the relevant vesting date in the event of a takeover, a scheme of arrangement under Part 26 of the Companies Act 2006 being sanctioned by the court or the voluntary winding up of the Company. Where one of the above listed corporate events occurs prior to the vesting date, the option may only be exercised to the extent of the performance condition to which it is subject, has been satisfied. The number of shares over which the option may be exercised may be pro-rated on a time-apportioned basis.
In the event of a takeover of the Company, an option holder may be allowed to exchange his option for a new option over shares in the acquiring company, provided that the acquiring company agrees to such exchange and the rights under the new option are equivalent to those under the old option.
The ESOP provides the facility for the exercise of an option to be satisfied by either the issue of shares or by procuring the transfer of shares by a third party (such as an employee benefit trust) or by the transfer of shares held in treasury.
Options are not capable of transfer or assignment.
Until options are exercised, option holders have no voting or other rights in relation to the shares subject to those options.
Shares allotted pursuant to the exercise of an option will rank pari passu in all respects with the shares already in issue but shall not rank for any dividends or other distribution payable by reference to a record date preceding the date of such allotment. Shares transferred on the exercise of an option shall be transferred without the benefit of any rights attaching to the shares by reference to a record date preceding the date of that exercise. For so long as the Company’s shares are listed on AIM, the Company will use its best endeavours to procure that the shares issued following exercise of any options are admitted to AIM as soon as practicable after allotment.
Benefits obtained under the ESOP are not pensionable.
The ESOP is administered by the Committee. The Committee may amend the provisions of the ESOP. However, no amendment to a key feature of Part A of the ESOP shall have effect until HMRC has approved such amendment.
No amendments may be made to the rules of the ESOP that would adversely affect any subsisting options except with the written consent on the part of such option holders as hold subsisting options over at least 75 per cent of the total number of shares subject to all subsisting options under the ESOP (or if, in the reasonable opinion of the Board, the proposed amendments do not adversely affect all subsisting options under the ESOP, with the written consent on the part of such option holders as hold subsisting options that are affected, where such options are over 75 per cent of the total number of shares that are subject to all subsisting options that are affected).
The ESOP may be terminated at any time by resolution of the Board and shall in any event terminate on the tenth anniversary of its adoption so that no further options can be granted under the ESOP after such termination. Termination shall not affect the outstanding rights of existing option holders.
Awards granted under the PSP will take the form of a right to acquire shares, either by way of subscription from the Company at a price equal to the nominal value of the shares or by way of transfer of shares for nil consideration. The awards will have no beneficial tax status.
All employees (including executive directors) of the Company and any of its subsidiaries may be granted awards under the PSP.
The Remuneration Committee of the Board (‘Committee’) will have absolute discretion to select the persons to whom awards may be granted and, subject to the limits set out below, in determining the number of shares to be subject to each award.
Awards may be granted during the period of 42 days commencing on: (a) the date on which the Plan is adopted by a resolution of the Board; (b) the dealing day immediately following the date of the preliminary announcement of the annual results of the Company in any year or the date of the announcement of the half-year results of the Company in any year; or (c) any other time fixed by the Committee where, in its discretion, circumstances are considered to be exceptional so as to justify the grant of awards.
If the grant of an award on any of the above days would be prohibited by virtue of the AIM Rules or any statute or regulation or any order made pursuant to such statute, then such award may be granted during the period commencing on the date immediately following the lifting of such restrictions and ending 42 days thereafter.
No consideration is payable for the grant of an award.
On any date, no award may be granted under the PSP if, as a result, the aggregate nominal value of shares issued or issuable pursuant to awards granted during the previous ten years under the PSP or any other employees’ share scheme adopted by the Company would exceed ten per cent of the nominal value of the share capital of the Company in issue on that date.
In general, each individual’s participation is limited so that, in any one financial year of the Company, the aggregate market value of shares subject to all awards (calculated as at the date of grant of each award) granted to the individual under the PSP and any other employees share scheme operated by the Company (other than the Sharesave) in that financial year, will not exceed 100 per cent of the individual’s basic salary at the date of grant.
The individual limit can be exceeded at the date of grant in circumstances which the Committee considers to be exceptional.
The exercise of awards granted under the PSP will, in normal circumstances, be conditional upon the achievement of an objective performance target set at the time of grant. Such performance target shall be measured over a performance period determined by the Committee at the time of grant (which shall be no less than three years). To the extent to which the Committee determines that any condition imposed on an award pursuant to the rules of the PSP has not been satisfied, such award shall lapse with immediate effect.
If events occur which cause the Committee reasonably to consider that a different or amended target would be a fairer measure of performance, the Committee may waive or amend the original performance target in such manner as it deems fit provided that any such amended target is not materially more difficult to achieve than the original performance target.
If certain events occur (such as a change of control of the Company) before the end of a performance period relating to an award, performance may be measured over an abbreviated performance period as the Committee thinks fit.
Normally, an award may only be exercised following the occurrence of the vesting date (as determined at the time of grant) to the extent that the performance target has been satisfied and the award holder is still an employee within the Company’s group.
No award is capable of exercise more than ten years after its date of grant and will generally lapse six months following the vesting date relating to that award.
Awards may not be exercised during any prohibited period specified by the AIM Rules.
In the event of cessation of employment due to ill health, injury, disability, redundancy or retirement or the sale of the Company in which the award holder is employed, generally an award holder may exercise his award within a period of six months following such cessation. In the event of the transfer of the business in which the award holder is employed, options may be exercised immediately prior to such transfer. In each of these circumstances, exercise of awards will remain subject to satisfaction of performance conditions and the number of shares over which the award may be exercised may be pro-rated on a time-apportioned basis.
In the event of cessation of employment of the award holder by reason of his death, the award holder’s personal representatives will be entitled to exercise the award within 12 months following the date of his death. Where an award becomes capable of exercise before the expiry of the performance period relating to that award in these circumstances, the performance targets will be disregarded and the award will vest in full. The number of shares over which the award may be exercised may be pro-rated on a time-apportioned basis.
If an award holder ceases to be an employee for any other reason, his award shall lapse immediately.
Awards may also be exercised before the relevant vesting date in the event of a takeover, a scheme of arrangement under Part 26 of the Companies Act 2006 being sanctioned by the court or the voluntary winding up of the Company. Where one of the above listed corporate events occurs prior to the vesting date, the award may only be exercised to the extent the performance condition to which it is subject has been satisfied. The number of shares over which the award may be exercised may be pro-rated on a time apportioned basis.
In the event of a takeover of the Company, an award holder may be allowed to exchange his award for a new award over shares in the acquiring company, provided that the acquiring company agrees to such exchange and the rights under the new award are equivalent to those under the old award.
Where an award has been granted by the Company as a right to subscribe for shares, the PSP provides the facility for the exercise of an award to be satisfied by either the issue of shares, by procuring the transfer of shares by a third party (such as an employee benefit trust) or by the transfer of shares held in treasury.
Awards are not capable of transfer or assignment.
Until awards are exercised, award holders have no voting or other rights in relation to the shares subject to those awards.
Shares allotted pursuant to the exercise of an award will rank pari passu in all respects with the shares already in issue. Shares transferred on the exercise of an award shall be transferred without the benefit of any rights attaching to the shares by reference to a record date preceding the date of that exercise. For so long as the Company’s shares are listed on AIM, the Company will use its best endeavours to procure that the shares issued following exercise of any awards are admitted to AIM as soon as practicable after allotment.
Benefits obtained under the PSP are not pensionable.
The number of shares under award and their nominal value may be adjusted by the Committee in the event of any capitalisation issue or rights issue (other than an issue of shares pursuant to the exercise of an award given to the shareholders of the Company to receive shares in lieu of a dividend) or any other variation in the share capital of the Company including (without limitation) any consolidation, subdivision or reduction of capital.
The PSP is administered by the Committee. The Committee may amend the provisions of the PSP by resolution of the Board.
No amendments may be made to the rules of the PSP that would adversely affect any subsisting awards except with the written consent on the part of such award holders as hold subsisting awards over at least 75 per cent of the total number of shares subject to all subsisting awards under the PSP (or if, in the reasonable opinion of the Board, the proposed amendments do not adversely affect all subsisting awards under the PSP, with the written consent on the part of such award holders as hold subsisting awards that are affected, where such awards are over 75 per cent of the total number of shares that are subject to all subsisting awards that are affected).
The PSP may be terminated at any time by resolution of the Board and shall in any event terminate on the tenth anniversary of its adoption so that no further awards can be granted under the PSP after such termination. Termination shall not affect the outstanding rights of existing award holders.
Page last updated: 11 May 2011