axiata group berhad | annual report 2015
167
14. EMPLOYEE SHARE OPTION AND SHARE SCHEME (CONTINUED)
(a) Performance-Based Employee Share Option Scheme and Restricted Share Plan [“Axiata Share Scheme”] (continued)
The salient terms and conditions of the Axiata Share Scheme are as follows:
(i)
Maximum number of new ordinary shares of the Company available under the Axiata Share Scheme
The maximum amount of shares which may be:
(a) Offered for subscription and allotted on the exercise of the total amount of Share Options under this Axiata Share Scheme; and
(b) Allotted upon the vesting of RSA under a RSP, (collectively referred to as “Aggregate”) shall not be more than 7% of the issued and
paid–up ordinary share capital of the Company at any point of time during the duration of this Axiata Share Scheme.
If the Company undertakes a share buy-back exercise or any other corporate proposal resulting in the total number of the Company’s
shares issued and/or to be issued under the Axiata Share Scheme exceeding 7% of the Company’s issued and fully paid-up ordinary share
capital, all shares under the Axiata Share Scheme offered and/or granted prior to the said variation of the issued and paid-up ordinary
share capital of the Company shall remain valid and exercisable in accordance with the provisions of this Axiata Share Scheme as if that
reduction had not occurred.
(ii) Basis of allocation and maximum allowable allotment
The total number of new ordinary shares of the Company that can be offered and allotted to any Eligible Employees (as defined in the
Bye-Laws in relation to the Axiata Share Scheme shall be at the absolute discretion of the Board or the Axiata Share Scheme Committee
which was folded under the Board Remuneration Committee effective from financial year 2014 that has been established to administer
the Axiata Share Scheme from time to time) after taking into consideration such criteria as may be determined by the Board or the Axiata
Share Scheme Committee in its/their absolute discretion.
Further, not more than 50% of the Company’s new ordinary shares made available under the Axiata Share Scheme shall be allocated, in
aggregate, to Eligible Employees who are Executive Directors of the Company or any corporation within the Group or who are in senior
management. In addition, not more than 10% of the Company’s new ordinary shares available under the Axiata Share Scheme will be
allocated to any individual Eligible Employee who, either singly or collectively through persons connected with the Eligible Employees,
holds 20% or more of the Company’s issued and fully paid-up share capital.
(iii) Eligibility
Any employee of the Group (other than subsidiaries which are dormant) shall be eligible to participate in the Axiata Share Scheme if the
employee, as at the dates of the respective offers of options:
(a) has attained the age of eighteen (18) years;
(b) has entered into a full-term contract of employment with, and is on the payroll of, a corporation within the Group and whose service
has been confirmed;
(c) is not a non-executive or independent Director of the Company; and
(d) fulfils any other criteria as may be set by the Board or the Axiata Share Scheme Committee in its absolute discretion.
Eligibility under the Axiata Share Scheme does not confer on any Eligible Employee any claim, right to participate in, or any other right
whatsoever under the Axiata Share Scheme, and an Eligible Employee does not acquire or have any right over, or in connection with,
any Performance-Based ESOS or the RSA under this Axiata Share Scheme unless an Offer has been made by the Board to that Eligible
Employee and that Eligible Employee has accepted the Offer in accordance with the terms of the Offer and the Bye-Laws governing the
Axiata Share Scheme.
