4.0 - Imperial

notice of annual general meeting continued...
The amendments made to each Plan to ensure compliance with Schedule 14 to the JSE Listings Requirements can be summarised
as follows:
(a) Reference to a fixed number of shares being available for utilisation under the Plan and clarification around how that limit is
calculated by amending the definition of the term “Allocated” in each of the Plans to read as follows:
“Allocated” as one SAR granted will never result in the dilution of one full Share, for purposes of setting the limits, “Allocated” shall
mean the expected dilution per SAR granted shall not exceed the Company and individual limits determined in Rules 5.1 and 5.2”
The effect of this amendment, as well as the incidental amendments that flow from it, will be that the maximum number of shares that
may be issued under the imperial share incentive schemes will be calculated with reference to the potential dilution should shares be
issued in settlement by taking into account the expected number of shares that will vest after satisfaction of the relevant performance
conditions rather than with reference to the number of rights issued in terms of the Plans. The maximum number of shares that may
be issued in terms of the Plans will however remain unchanged at 10% of the issued share capital which equated 21 212 987 (twenty
one million two hundred and twelve thousand nine hundred and eighty seven) shares overall and 1% of the issued share capital which
equated 2 121 298 (two million one hundred twenty one thousand two hundred ninety eight) shares per participant at 30 June 2009.
(b) Amendment of the definition of eligible participants to specifically exclude participants of the Remuneration Committee and
non-executive directors.
(c) Removal of the board of directors’ discretion to amend performance conditions in certain circumstances by deleting the following
clause from each of the plans:
“The Board may, at any time change the Performance Conditions specified in a Letter of Grant if events occur which cause the Board
reasonably to consider that changed Performance Conditions would be a fairer measure of performance, as merited by changed
business conditions; provided that the Board shall first communicate with the Participant concerned and any such changes shall be
no more difficult to satisfy than the original Performance Conditions.”
(d) Removal of the board of directors’ discretion to extend the vesting date in the event of Retrenchment, death, ill-health, disability of
a participant and inserting the following wording in each of the share plans:
“(or an extended period of up to 12 (twelve) months in the case of death) of the date of cessation of employment, failing which the
SARs will lapse.”
(e) Confirmation of any amount payable by participants in the Plan in order to receive an award or upon the vesting of an award by
inserting a clause in each of the Plans as follows:
“Participants are not required to make payments for SARs/CSPs/DBPs at any given period during the life of the Scheme.”
(f) Removal of the board of directors’ discretion to determine the rights of participants who leave the Company’s employment
whilst holding awards granted under the Plan by deleting the following words in each of the scheme documents and incidental
amendments that flow from this:
“… cessation except to the extent that the Board shall determine otherwise in its discretion. The discretion of the Board will be
limited to the Vesting of a pro-rata portion of the SARs, reflecting the number of months served since the Date of Grant and, in the
opinion of the Board, the extent to which the Performance Conditions have been satisfied.”
Inclusion of a provision that adjustments made to awards upon the occurrence of certain events must give the participant an
entitlement to the same portion of the equity capital as that to which he was previously entitled and procedures to be followed
when such an adjustment is made and by providing a procedure for independent verification of any adjustments as well as
reporting of such adjustments to the JSE and to shareholders as well as incidental amendments that flow from this.
(g) Addition of provisions which cannot be amended without the shareholder approval by ordinary resolution of 75% (seventy five
percent) of the shareholders of the Company in general meeting and the JSE as follows:
• eligibility to participate in the Scheme;
• the basis upon which SARs are made;
• the treatment of SARs in the event of a change of Control, as envisaged in Rule 12;
• the procedure to be adopted in respect of the vesting and exercise of SARs in the event of termination of employment and/or
Retirement as.
• the basis for determining the Grant Price and Exercise Price;
• the adjustment of Grants and price in the event of a variation of capital of the Company as envisaged in Rule 13 as well as
voting, dividend, transfer and other rights, including those arising on liquidation of the Company, attaching to Shares;
• the limitations on benefits or maximum entitlements; and
• the number of Shares which may be utilised for the Scheme;
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Imperial holdings limited Annual Report 2009