Notice of Annual General Meeting - Sports Direct International

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