FAQs - Ausenco

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FAQs - Ausenco

Ausenco – 2012 Employee Share Acquisition Plan (ESAP):Frequently Asked Questions1 Application Process 21.1 What are the eligibility criteria to participate in the Share Plan? 21.2 How do I participate in the Share Plan? 21.3 Why can’t long term contractors participate? 21.4 I started after 31 August this year – why can’t I participate? 31.5 I’m going to be away during the offer period, can I still participate? 31.6 How can I find out more information about the 2012 ESAP? 32 ESAP Terms 32.1 What is a strike date and why is this relevant? 32.2 What is a vesting period? 32.3 What is my SRN? 32.4 What are 2012 ESAP Conditional Rights? 43 Benefits & Risks 43.1 What are the main benefits of the 2012 ESAP? 43.2 What are the potential risks of participation in the Share Plan? 44 Share Administration (selling, holdings, Computershare) 54.1 When can I sell my shares? 54.2 How can I sell my shares? 54.3 How will I be able to sell my shares if I don’t live in Australia? 54.4 What are the costs associated with maintaining or selling my shares? 64.5 What is the process for transferring the shares into my name from the trustee? 64.6 Do I have to pay broking and stamp duty fees when I sell my shares? 64.7 How will I know how many shares I am able to sell each year? 64.8 Who is the Share Plan Administrator? 74.9 Who is Computershare? 74.10 How do I confirm and check my holdings? 75 Foreign Exchange and Taxes 75.1 How will foreign exchange be managed for salary deductions? 75.2 If I make a profit by selling my shares, what are the tax implications? 75.3 Do I have to pay tax if I do not sell my shares? 75.4 At what price will shares be valued at when they vest or are transferred? 86 Ausenco Share Performance and Dividend Payments 86.1 How do I find Ausenco Limited’s share price? 86.2 How can I view annual reports and receive the financial highlights for the company? 86.3 How are Ausenco shares going to perform in the future? 86.4 How many dividend payments will I receive each year? 86.5 How will I receive my dividend payment? 9Ausenco 2012 ESAP Frequently Asked Questions Commercial-in-confidence Page | 1


Ausenco – 2012 Employee Share Acquisition Plan (ESAP):Frequently Asked Questions1 Application ProcessNB: The ‘2012 Employee Share Acquisition Plan’ is interchangeably abbreviated to the ‘2012 ESAP’ or SharePlan throughout.1.1 What are the eligibility criteria to participate in the Share Plan?To be classified as an Eligible Employee for the purposes of the Share Plan, you must be a permanentfull time or permanent part time employee as at 31 August 2012 and remain a permanent full time orpermanent part time employee until after the Strike Date of 30 November 2012You must be employed by Ausenco Limited or one of its wholly-owned subsidiaries1.2 How do I participate in the Share Plan?Eligible Employees can participate in the 2012 ESAP by completing the online application form during theOffer period, which is between 9am on Friday 21 September and 5 pm on Thursday 11 October AustralianEastern Standard Time (Brisbane time).Eligible employees who apply to participate will also be asked to nominate how they wish to pay for theirEmployee Contribution Shares. Please see Appendix 1 of the 2012 ESAP Plan Rules for details onpayroll deductions in each payroll location.Participation steps:a. Review all the information on the 2012 ESAP, including the Plan Rules, Frequently Asked Questionsand information on The Hubb. Consider your own personal financial circumstancesc. Seek independent financial advice (Participation in the Share Plan is a personal choice. You shouldseek personal financial advice prior to determining whether you wish to participate)d. Apply to participate via the Form on The Hube. You will receive confirmation from Ausenco that your application has been receivedf. Your payroll personnel may be in contact with you to confirm your preferred deduction scheduleg. You will receive information from Computershare regarding your Securityholder Reference Number(SRN) and login details for Employee Online to view your share plan portfolio.1.3 Why can’t long term contractors participate?Ausenco 2012 ESAP Frequently Asked Questions Commercial-in-confidence Page | 2


Ausenco – 2012 Employee Share Acquisition Plan (ESAP):Frequently Asked QuestionsThe 2012 ESAP is a benefit provided by Ausenco to permanent full time and part time employees. It isdesigned to provide employees with the opportunity to become a part owner of the company and share in thepotential medium to long term successes.1.4 I started after 31 August this year – why can’t I participate?The start date is related to the terms of the 2012 ESAP agreed by the Ausenco Board. The Board makes adecision each year on whether an Offer will be made, so there may be an opportunity to participate if anotherESAP offer is made next year.1.5 I’m going to be away during the offer period, can I still participate?We know a lot of our people are travelling, so we have provided a three week Offer period. If you wish toparticipate in this Offer you will need to apply during the Offer period. Unfortunately we are not able to makeexceptions.1.6 How can I find out more information about the 2012 ESAP?All the necessary information is available on The Hub, if you require further information, you can send an e-mail to esapenquiries@ausenco.com2 ESAP Terms2.1 What is a strike date and why is this relevant?The strike date for the 2012 ESAP Offer is 30 November 2012. The strike date is the date at which the strikeprice for the 2012 ESAP is determined.The strike price is the price at which shares under the 2012 ESAP will be purchased and it is this price whichdetermines the number of Employee Contribution Shares an Eligible Employee is entitled to,2.2 What is a vesting period?The vesting period is the period of time before securities are held unconditionally by the Eligible Employeeparticipating in the Share Plan.Under the terms of the 2012 ESAP, the vesting period is 30 November 2012 to 30 November 2014.If your employment is terminated or you leave prior to 30 November 2014 any 2012 ESAP Conditional Rights,which have not satisfied the minimum holding period, will be forfeited.2.3 What is my SRN?Ausenco 2012 ESAP Frequently Asked Questions Commercial-in-confidence Page | 3


Ausenco – 2012 Employee Share Acquisition Plan (ESAP):Frequently Asked QuestionsIf you have previously participated in Ausenco’s 2008 or 2011 ESAP Offers or have previously traded throughComputershare, then Computershare would have allocated you a SRN.If you are unable to locate your SRN, please contact Computershare directly via email to:ausencoshareplans@computershare.com.au. It is recommended that you also include a copy (cc) of thisemail to: esapenquiries@ausenco.com.2.4 What are 2012 ESAP Conditional Rights?Under the terms of the 2012 ESAP, Ausenco will match an Eligible Employee’s Employee ContributionShares on the basis of 3:1, providing Participants with one 2012 ESAP Conditional Right for every three 2012Employee Contribution Shares.2012 ESAP Conditional Rights are not ordinary shares, they are not listed, have no voting rights orentitlement to dividends and they cannot be traded or transferred.3 Benefits & Risks3.1 What are the main benefits of the 2012 ESAP?There are a number of potential benefits of the 2012 ESAP:Eligible employees can acquire shares in Ausenco Limited, a growing, global organization Ausenco will match a Participant’s 2012 Employee Contribution Shares at a ratio of 3:1. For every 3(three) 2012 Employee Contribution Shares purchased, the Company will provide the EligibleEmployee with 1 (one) conditional right to receive an Ausenco share at a later date (2012 ESAPConditional Right, together with the 2012 Employee Contribution Shares makes the 2012 ESAPSecurities)Fees – brokerage, stamp duty and any related VAT/GST (value added tax and goods and sales tax)on any acquisition of 2012 ESAP Shares will be paid by AusencoDeductions for Employee Contributions can be made from your scheduled salary payments duringthe period between 15 October and 6 December 2012.Employee Contribution Shares, while subject to certain restrictions regarding sale and/or transferduring the Vesting Period, maintain dividend and voting rights shares i.e. you will receive dividendsand have the opportunity to vote at the Annual General Meeting.3.2 What are the potential risks of participation in the Share Plan?As with any investment in shares, there can be no guarantee that the market value of shares purchasedunder the Share Plan will not fall in the future. No assurance can be given by Ausenco Limited as to futureshare price performance.Ausenco 2012 ESAP Frequently Asked Questions Commercial-in-confidence Page | 4


Ausenco – 2012 Employee Share Acquisition Plan (ESAP):Frequently Asked QuestionsWe strongly recommend participating employees obtain independent professional advice before they decideto participate in the Share Plan.4 Share Administration (selling, holdings, Computershare)4.1 When can I sell my shares?Whilst you are an employee of Ausenco, you are subject to compliance with Ausenco Limited’s Code ofConduct for Dealing in Securities. This specifies certain periods – called trading windows – during which timeshare transactions can occur. Please ensure you have read this document before attempting to buy or sellAusenco Limited shares. A copy of this document can be found on the Ausenco website at the following link(insert link)4.2 How can I sell my shares?a. Under the terms of the 2012 ESAP, your 2012 ESAP Securities are unavailable for sale or transferprior to 30 November 2013.b. Following the vesting of each tranche of your 2012 ESAP Securities, you may request that theTrustee sells any shares pursuant to the vested 2012 ESAP Securities on your behalf and forwardsthe proceeds to you, or you may elect to conduct such transactions through a stock broker on yourbehalf, after transferring the shares out of the trust.c. To sell via Computershare, you will need to go to www.computershare.com/employee/au/aax.Employees will need to enter their Securityholder Reference Number (SRN) and PIN and go to thetransact tab on the vertical menu bar. Computershare can sell shares directly from the plan for anyleavers, or employees with vested shares (inside the trading window). Sales fees and brokerage feeswill be incurred – please view the latest Financial Services Guide for more information.d. For plan related queries, participants can login to Computershare’s online services:www.computershare.com/employee/au/AAXe. To sell through a broker, you will need to contact a broker licensed to deal with the AustralianSecurities Exchange and then contact Computershare to arrange for the transfer of shares out of theplan and into your own account prior to sale. There will be a fee charged by Computershare for thistransfer and very likely a brokerage fee on the sale of the 2012 ESAP Securities.4.3 How will I be able to sell my shares if I don’t live in Australia?You can request that Computershare sells your shares on your behalf and forwards the proceeds to you.Alternatively, you will need to engage a stock broker in the country where you live, who deals in companieslisted on the Australian Securities Exchange. Selling your shares will usually incur brokerage costs.Ausenco 2012 ESAP Frequently Asked Questions Commercial-in-confidence Page | 5


Ausenco – 2012 Employee Share Acquisition Plan (ESAP):Frequently Asked Questions4.4 What are the costs associated with maintaining or selling my shares via Computershare?There are no ongoing fees applicable to the ongoing maintenance of your 2012 ESAP Securities as long asthey - remain in the Trust. However, if you request the replacement of any statements or documentationrelating to your 2012 ESAP Securities, Computershare may charge you a $60 (inclusive of GST) researchadministration fee (subject to change).Depending on how you choose to manage your shares, either once they have vested or if you resign or youremployment is terminated, Computershare may charge you a transfer or a sale fee.Any sale fee will depend on the participants preferred method of sale i.e. paper form or online, as well as howmany shares you are trading and will be one of either of the following:a. If you sell your vested Ausenco shares via Computershare’s online service, you will pay asale fee of $29.15 plus $10.45 in brokerage for share sales under $5,000.b. If you complete the hard copy Notice of Withdrawal form, the sale fee is $58.85 and $10.45in brokerage for share sales under $5,000.Please note, where a share sale exceeds $5,000, brokerage of 0.33% will be charged onevery dollar above $5,000.This fee will be deducted from the proceeds of the sale at the timeof sale.If you do not wish to sell your share you may request Computershare transfer any of your shares to anominated account and your shares will be transferred within 30 days of the Trustee receiving this request inwriting. A transfer fee of $66 (inclusive of GST) will apply (subject to change).More information is available on Computershare’s fees and charges in the Financial Services Guide which isavailable on The Hub [insert link] - and the Computershare website when you login.4.5 What is the process for transferring the shares into my name from the trustee?Participants will need to complete a Notice of Withdrawal form on the Computershare website using theirlogin details. This can only be done in relation to 2012 ESAP Securities that have vested. This will beprocessed by Computershare. There will be costs involved in transferring shares into participants’ ownfunds/accounts and these costs will need to be paid for by the participants.A hard copy Notice of Withdrawal form can be filled out and returned as per the instructions on the form.4.6 Do I have to pay broking and stamp duty fees when I sell my shares?Each Participant will be responsible for all costs and expenses in relation to the sale, transfer or any otherdisposal of any shares acquired under the 2012 ESAP and these costs will not be reimbursed by Ausenco.4.7 How will I know how many shares I am able to sell each year?Ausenco 2012 ESAP Frequently Asked Questions Commercial-in-confidence Page | 6


Ausenco – 2012 Employee Share Acquisition Plan (ESAP):Frequently Asked QuestionsOnline statements will separately disclose 2012 ESAP Shares that have satisfied the minimum holdingperiod.4.8 Who is the Share Plan Administrator?Computershare has been appointed as the Share Plan Administrator, and is assisting with the administrationof the 2012 ESAP.4.9 Who is Computershare?Computershare is a global leader in share registration, employee share plans, proxy solicitation and otherspecialised financial, governance and communication services.Many of the world’s largest companies employ its innovative solutions to maximise the value of theirrelationships with investors, employees, customers and members. Computershare also currently managesAusenco Limited’s share registry.4.10 How do I confirm and check my holdings?For Ausenco Limited employee shareholder account information you can go towww.computershare.com/employee/au/aax. To login in to the website you will need to enter your SRN andPIN.5 Foreign Exchange and Taxes5.1 How will foreign exchange be managed for salary deductions? What price will be used?Foreign exchange rates for Employee Contributions outside of Australia will be based on the exchange ratefor the Australian dollar, as at the close of business (Brisbane time) on Thursday, 20 September 2012.Details of the exchange rates will be provided on The Hub on Friday, 21 September 2012. These rates will beused for all salary deductions for the 2012 ESAP.5.2 If I make a profit by selling my shares, what are the tax implications?Selling your shares is likely to have implications on your personal tax position. It is strongly suggested thatyou obtain independent external professional tax and financial advice regarding your investment.5.3 Do I have to pay tax if I do not sell my shares?Ausenco 2012 ESAP Frequently Asked Questions Commercial-in-confidence Page | 7


Ausenco – 2012 Employee Share Acquisition Plan (ESAP):Frequently Asked QuestionsParticipants may be subject to taxes incurred on 2012 ESAP Securities even in the event that they choosenot to sell these securities once they have vested. It is strongly suggested that you obtain independentexternal professional tax and financial advice regarding your investment .5.4 At what price will shares be valued at when they vest or are transferred? Purchase price orprice on day of transfer?The transfer and/or vesting of your 2012 ESAP Securities is likely to have implications on your personal taxposition. It is strongly suggested that you obtain independent external professional tax and financial adviceregarding your investment.6 Ausenco Share Performance and Dividend Payments6.1 How do I find Ausenco Limited’s share price?You can find Ausenco Limited’s share price (ASX trading code: AAX) on the Share Information page of ourwebsite.6.2 How can I view annual reports and also receive the financial highlights information for thecompany?Ausenco Limited (ASX code: AAX) shareholder communication, reports and releases are available on theAustralian Securities Exchange site www.asx.com.auYou can find a variety of investor information in the Investor Centre section of Ausenco Limited's website.As an employee you will also be able to view information on The Hub.6.3 How are Ausenco shares going to perform in the future?As with any investment in shares, there can be no guarantee that the market value of shares purchasedunder the Share Plan will not fall in the future. Ausenco Limited can give no assurance as to future shareprice performance.6.4 How many dividend payments will I receive each year?Subject to approval by the Ausenco Board, dividends may be paid twice each calendar year – once followingthe February announcement of the full year results (with the dividend usually paid in late March or early April)and once following the August announcement of Half year results (with the dividend usually paid inSeptember).Please note that Dividends (if declared by the Board) are payable on 2012 Employee Contribution Sharesboth while in the Trust and once vested. Dividends (if declared by the Board) are payable on 2012 ESAPConditional Rights only after the Rights have vested into Ausenco Limited Ordinary Shares.Ausenco 2012 ESAP Frequently Asked Questions Commercial-in-confidence Page | 8


Ausenco – 2012 Employee Share Acquisition Plan (ESAP):Frequently Asked Questions6.5 How will I receive my dividend payment?For Participants employed and working in Australia, any declared dividends will be deposited directly into thebank account you nominated on the Computershare website. It is therefore important to keep your detailswith Computershare up-to-date. If you do not provide valid bank account details, you will receive an unissuedcredit until you provide your bank account details. These dividends will be paid from the Trustee in AUD.For Participants employed and working outside of Australia, dividends will be paid via your payroll in yourlocal currency less any fees and charges associated with the transaction including fees associated withforeign currency exchange.Ausenco 2012 ESAP Frequently Asked Questions Commercial-in-confidence Page | 9

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