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2012 Annual Report<br />
For the year ended June 2012<br />
Long Term Incentives (“LTI”)<br />
During FY2012 no executives were eligible to participate in the <strong>AHG</strong> Performance Rights Plan as the Board<br />
has decided to re-examine the LTI plan in 2012 prior to further grants being made. Refer to note 30.<br />
The FY2009 LTI grant for the MD will vest 100% on 30 September 2012 based on achievement of<br />
performance criteria set in 2009 and measured across FY2010, FY2011 and FY2012. Associated rights,<br />
which have vested over that three year performance period, will be issued during the year ended 30<br />
June 2013. The value of the LTI over the three year period is $2.0 million which has been fully expensed<br />
over the three-year period from 30 June 2010 to 2012 and will be settled by 843,882 shares at $2.37 per<br />
share (VWAP of shares at LTI issue date of 1 July 2009). The FY2010 LTI grant for the ED Planning &<br />
Strategy will vest on 30 September 2013 and the amount to be paid will be dependent on achievement of<br />
performance criteria. $100,000 of the maximum $200,000 has been expensed over the two-year period<br />
from 30 June 2011 to 2012.<br />
The FY2009 LTI grant for the MD will vest based on the following performance criteria:<br />
• Number of shares allocated will be based on cumulative Total Shareholder Return (TSR) for the period<br />
1 July 2009 to 30 June 2012<br />
• Cumulative TSR will be compared to a reference group of the ASX 300 excluding resource companies<br />
and financial institutions<br />
• At the 50th percentile the MD will receive 421,941 shares<br />
• For every 1% above the 50th percentile the MD will receive an additional 16,878 shares, to a maximum<br />
of 843,882 shares (75th percentile)<br />
• <strong>AHG</strong>’s actual TSR ranking for the period 1 July 2009 to 30 June 2012 was at the 94th percentile<br />
Details of equity plans currently in operation are as follows:<br />
<strong>AHG</strong> Tax Exempt Share Plan<br />
<strong>AHG</strong> has established a $1,000 tax exempt share plan that provides eligible employees (those with<br />
more than 3 years service) with an opportunity to share in the growth in value of <strong>AHG</strong> shares. Under<br />
the tax exempt share plan, eligible employees have the opportunity to purchase $1,000 worth of<br />
shares in the Company by way of salary sacrifice. The tax exempt share plan seeks to encourage<br />
participating employees to improve the performance of the Group and its return to shareholders through<br />
equity participation.<br />
The number of shares purchased by eligible employees is based on the 5 day volume weighted average<br />
share price.<br />
<strong>AHG</strong> Executive Share Plan<br />
The <strong>AHG</strong> Executive Share Plan has been established which would allow directors and certain senior<br />
executives the opportunity to salary sacrifice their fees, salary, commission or bonus to purchase <strong>AHG</strong><br />
shares up to a maximum of $50,000 at a value to be determined.<br />
Management of the Plans<br />
The equity-based Plans outlined above are administered by the Board. The Company has appointed<br />
CPU Share Plans Pty Ltd to act as trustee of the Plan (“Trustee”). The Trustee will, at the direction of the<br />
Board (or Board committee), acquire the Company’s shares either by way of on-market acquisition or by<br />
subscription, and the shares will be held on trust for participants under the Plans.<br />
Should there be any future issues, it is the intention of the Board that the Trustee (or another appointed<br />
to act as trustee of the Plan) will either purchase shares on-market or subscribe for new shares using<br />
funds provided by the Company and hold those shares on trust for participants under the Plan. Once<br />
a participant satisfies their performance criteria, the Rights issued to that participant vest, and the<br />
participant may then direct the Trustee to transfer to him or her that number of shares equal to the<br />
number of the participant’s Rights vesting.<br />
Automotive Holdings Group 51