Axiata Group Berhad - Annual Report 2016

Axiata Group Berhad | Annual Report 2016

FINANCIAL STATEMENTS

172

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016

14. EMPLOYEE SHARE OPTION AND SHARE SCHEME (CONTINUED)

(a) Performance-Based Employee Share Option Scheme and Restricted Share Plan [“Axiata Share Scheme”] (continued)

Senior and top management can only vest the RSA at the end of the third (3

) year or contract period whichever is earlier. Number

of shares originally granted are excluding the multiplier effects to be offered to management upon fulfilment of certain performance

conditions on the day of vesting.

The grant was made to newly hired employees who did not receive the main cycle grant and have been confirmed as at reporting dates.

Refers to the price at reference date for the purpose of granting the number of shares to the employees.

Effective from financial year 2015, general employees of the Group were awarded a new cash based long term incentive plan instead of

Axiata Share Scheme.

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;

(d) fulfils any other criteria as may be set by the Board or the Axiata Share Scheme Committee in its absolute discretion.