Notice of Annual General Meeting - Sports Direct International

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Notice of Annual General Meeting continued AMENDMENT oF ELIGIBILITY CRITERIA The Remuneration Committee of the Board (the “Committee”) wishes to amend the 2009 Scheme in order to be able to grant Awards to permanent employees, excluding the executive directors and Mike Ashley, who have had not less than 1 year’s service on 27 April 2010 and who do not already hold an Award under the 2009 Scheme. The additional awards that are proposed (the “Additional Bonus Awards”) would have the same performance and continued employment conditions and vesting date as the Second Bonus Awards granted under the 2009 Scheme. The Additional Bonus Awards will be a share award over a number of shares linked to the employee’s salary. The number of shares under the award will be calculated by dividing a percentage of between 25 per cent and 75 percent of the employee’s basic salary at 27 April 2009 by a notional share price of £1.25. The Additional Bonus Award performance conditions are: (a) Group Adjusted Underlying EBITDA in the 2010-11 financial year being £195m or more. (b) Net Debt to Adjusted Underlying EBITDA ratio at the end of the 2010-11 financial year being 2 or less. The vesting date of the Additional Bonus Awards shall be a date determined by the Committee being not later than one month after the expiry of the period of two years from the date on which the results for the 2011 financial year are made public. If the performance conditions are not met the Additional Bonus Awards will lapse. The Additional Bonus Awards may be awarded in the form of nil cost options rather than conditional awards. A participant will normally have up to seven years following vesting (or such shorter period as may be specified) to exercise a nil cost option. A provision of the 2009 Scheme is that the Committee cannot make any alteration to the individuals who may participate in the scheme without the prior approval of shareholders. The Committee is therefore seeking shareholder approval for the alteration to the eligibility criteria of the 2009 Scheme as set out above. Resolution 14: To authorise the directors to adopt The Sports Direct Bonus Share Scheme 2011 (the “2011 Scheme”) The purpose of the 2011 Scheme is to drive Group performance and to motivate and retain permanent UK employees in UK Retail, Brands and Head office (excluding the executive directors and Mike Ashley) and to align the interests of those employees with those of shareholders. oPERATIoN The 2011 Scheme will be administered by the Remuneration Committee of the Board or a duly authorised committee thereof (the “Committee”). The 2011 Scheme is discretionary and will only operate in those years that the Committee determines. Currently, it is expected that the initial awards will be granted in respect of the 2011/12 financial year and the 2012/13 financial year and on an annual basis thereafter. ELIGIBILITY All permanent employees in the UK in UK Retail and Brands Divisions, and in Head office, excluding any executive director of any member of the Group and Mike Ashley, will be eligible to participate provided that they have had not less than 1 year’s service as at the date of grant or any other earlier date determined by the Committee at their absolute discretion. FoRM oF AWARDS Awards may be made in the form of a conditional award of shares; or in the form of a nil cost option; or other form of award as has substantially the same economic effect for the recipient.
A participant will normally have up to seven years following vesting (or such shorter period as may be specified) to exercise a nil cost option. Awards under the scheme are not pensionable and may not be assigned or transferred except on a participant’s death. GRANT oF AWARDS Awards may be granted within 42 days following the date on which the 2011 Scheme is adopted by the Company. Thereafter, Awards may normally only be granted in the 42 days following the announcement by the Company of its results for any period, or following a change in the legislation relating to share plans or where there are circumstances considered by the Committee to be exceptional. However, at all times, the grant of awards will be subject to the terms of the Model Code on directors dealings in securities, and if a grant of awards in any of those periods is restricted, the six week window will commence when that restriction is lifted. No awards may be granted later than ten years after the approval of the 2011 Scheme by shareholders. Awards may be granted over newly issued shares, treasury shares and shares purchased in the market in conjunction with an employee benefit trust established by the Company. No payment will be required for the grant of an Award. INDIVIDUAL LIMITS The 2011 Scheme will operate by providing an Award over a number of shares calculated by dividing a percentage of between 10 per cent and 100 percent of the participant’s basic salary as at the date of grant (or any other earlier date determined by the Committee at their absolute discretion) by a notional share price to be determined by the Committee no later than the date of grant. Vesting will only occur if the performance and continued employment conditions are satisfied. It is intended that the first Awards made under the 2011 Scheme will consist of two parts: The number of shares under the First Bonus Award will be calculated by dividing a percentage of between 10 per cent and 100 percent of the participant’s basic salary at 25 April 2010 by a notional price per Share with the result being rounded down to the nearest whole number. The number of shares under the Second Bonus Award will be calculated by dividing a percentage of between 10 per cent and 100 percent of the participant’s basic salary at 25 April 2010 by a notional price per Share with the result being rounded down to the nearest whole number. PERFoRMANCE CoNDITIoNS AND VESTING DATE Awards under the 2011 Scheme will be subject to the satisfaction of performance conditions based on Underlying EBITDA, and have to be satisfied after taking account of the costs of the scheme. For the purpose of the 2011 Scheme Underlying EBITDA means published EBITDA adjusted to remove the impact of forward foreign exchange contracts and exceptional and non trading costs. Adjusted Underlying EBITDA means Underlying EBITDA adjusted by the Committee as it considers appropriate to ensure that Underlying EBITDA is calculated consistently year to year, and to ensure that it is a fair comparison with previous years by, for example, eliminating the results of acquired businesses where funding costs of acquisitions are not included. For the first Awards made under the 2011 Scheme, it is intended that the performance conditions will be Group Adjusted Underlying EBITDA and Group Net Debt to Adjusted Underlying EBITDA ratio and will be determined by the Committee at a later date and prior to the awards bonus granted. SPoRTS DIRECT INTERNATIoNAL PLC // NoTICE oF ANNUAL GENERAL MEETING 2010 // P.13
Page 1 and 2: Notice of Annual General Meeting 3.
Page 3 and 4: Resolution 8 (to be proposed as a S
Page 5 and 6: Resolution 14: That the rules of Th
Page 7 and 8: Resolution 5: To reappoint the audi
Page 9 and 10: Awards may also be granted outside
Page 11: The satisfaction of Awards with tre
Page 15 and 16: RIGHTS ATTACHING To SHARES A partic
Page 17 and 18: Please indicate with an “x” in
Page 19 and 20: Issued shares and total voting righ
Page 21 and 22: A copy of this Notice, Proxy Form a
Page 23: 6. Vacation of office by directors

Notice of Annual General Meeting - Sports Direct International

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