ADDITIONAL COMPLIANCE
INFORMATION
1.
SHARE BUY-BACK
Axiata did not carry out any Share Buy-Back exercise for the financial year ended 2015 (FY15).
[Disclosed in accordance with Appendix 9C, Part A item 14 and Appendix 12D of Paragraph 12.23, Main LR]
2.
OPTIONS OR CONVERTIBLE SECURITIES
With the exception of options over ordinary shares of Axiata (ESOS Options) and Restricted Share Awards (RSA) issued under the Performance-Based
ESOS and Share Scheme (Axiata Share Scheme), Axiata has not issued any options and/or convertible securities.
The Performance-Based ESOS was approved by its shareholders at an Extraordinary General Meeting held on 24 March 2009 and implemented on
16 April 2009. On 1 June 2011, Axiata’s shareholders had, at the 19th AGM, approved the amendments to the Bye-Laws of the Axiata Share Scheme
(Bye-Laws) to include a Restricted Share Plan and the same took effect from 15 July 2011. From thereon, Axiata started to offer Eligible Employees the
entitlement to receive RSA instead of ESOS Options.
Information on the Axiata Share Scheme is set out in Note 14(a) of the Audited Financial Statements for FY15 on pages 164 to 183 of this Annual Report.
Information on ESOS Options/RSA granted, vested, exercised and outstanding since the implementation of Axiata Share Scheme until FY15 are as
follows:-
•
Total Number of ESOS Options/RSA granted: 186,908,000 ESOS Options and 58,810,300 RSA
The ESOS Options and RSA granted shall be vested only upon the fulfilment of certain performance criteria by Axiata and individuals as at vesting date.
Senior and top management can only vest the RSA at the end of the third year, with potential multiplier effect on the number of shares to be granted.
•
Total Number of ESOS Options/RSA vested: 145,524,513 ESOS Options, 29,538,350 RSA
•
Total Number of ESOS Options exercised: 138,710,846 ESOS Options
•
Total number of ESOS Options/RSA outstanding: 24,865,243 ESOS Options
1
, 31,545,150 RSA
1
Note:
1
Excluding 23,454,111 ESOS Options and 3,455,800 RSA declared null and void due to resignation, termination or suspension of employment in
accordance with the terms of the Bye-Laws.
As provided below, with the exception of Dato’ Sri Jamaludin Ibrahim, Managing Director/President & Group Chief Executive Officer of Axiata, none of
the Directors of Axiata have been granted ESOS Options or RSA:-
Granted
Adjusted
Exercised/Vested
Outstanding
ESOS Options
RSA
RSA
2
ESOS Options
RSA ESOS Options
RSA
3
Dato’ Sri Jamaludin Ibrahim 4,301,700 1,206,400 489,200 1,146,900
827,700 3,154,800 867,900
Notes:
2
Adjusted refer to the additional number of shares vested due to multiplier effects or pro-rated shares offered at the time of vesting.
3
The number of RSP shares that may vest is 867,900 provided that the performance targets for vesting are met. If not met, the amount could be nil
or a portion of the amount. However, if the super stretched individual performance targets and the Group meeting superior company performance
targets at the point of vesting are met, up to 4,645,600 Axiata Shares may be vested to Dato’ Sri Jamaludin Ibrahim.
In accordance with the Bye-Laws, 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 Senior
Management. For the FY15, 100% of RSA were granted to Executive Directors of the Company or any corporation within the Group or who are
Senior Management. Since commencement of the Axiata Share Scheme, the actual percentage of ESOS Options/RSA granted in aggregate to Eligible
Employees who are Executive Directors of Axiata or any corporation within the Group or who are Senior Management is 20%.
[Disclosed in accordance with Appendix 9C, Part A item 15 and 27, Main LR]
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