Annual Report 2012 - Dialog

106 l Dialog Axiata PLC l Annual Report 2012
Notes to the Financial Statements
17 Stated capital contd.
(b) Movement in shares
Number of Number of Total number
ordinary shares in of Shares
shares ESOS Trust less shares
in ESOS
At 1 January 2011 8,143,778,405 (158,572,462) 7,985,205,943
Issue of shares Nil Nil Nil
At 31 December 2011 8,143,778,405 (158,572,462) 7,985,205,943
At 1 January 2012 8,143,778,405 (158,572,462) 7,985,205,943
Issue of shares Nil Nil Nil
At 31 December 2012 8,143,778,405 (158,572,462) 7,985,205,943
Employee Share Option Scheme [ESOS]
The Board of Directors of the Company established an Employee Share Option Scheme (ESOS), in 2005, immediately
preceding the Initial Public Offering (‘IPO’) of the Company, in order to align the interest of the employees of the Company
with those of the shareholders, and further created the ESOS Trust to administer the ESOS. Accordingly, the Board resolved
and issued 199,892,741 ordinary shares of the Company at the IPO price of Rs. 12 each to the Trust, representing 2.7% of
the ordinary share capital of the Company at that time. Further, pursuant to the Rights Issue in 2007, the ESOS Trust sold
5,668,600 shares out of its entitlement of 15,452,020 shares in the stock market and thereafter upon the Trustees’ approval,
accepted and exercised the remaining rights entitlement amounting to 9,783,420 shares.
The Trustees of the ESOS Trust as at 31 December 2012 were as follows:
Datuk Azzat Kamaludin – Chairman
Mr. Moksevi Prelis
Mr. Arittha Wikramanayake
Mr. Darke Mohamed Sani - appointed on 19 November 2012
Out of the shares which were issued to the ESOS Trust, 88,841,218 shares (44.44%) were allocated to Tranche 0, and the
balance 111,051,523 shares (56.6%) were set aside for future allocation to employees as an ongoing performance incentive.
88,649,900 options were granted in June 2005 under Tranche 0 to eligible employees at Rs. 12 each. The exercise price
of the options granted was based on the five (5) days weighted average market price of the Company’s shares immediately
preceding the offer date for the options, with the ESOS committee having the discretion to set an exercise price up to 10%
lower than that of the derived weighted average market price. Eligibility was determined upon an employee satisfying the
following:
attainment of the age of eighteen (18) years;
been in the full-time employment by and on the payroll of the Company within the Group; and
been in the employment of the Group for a period of at least one (1) year of continuous service as of the offer date,
including service during the probation period.
Trust