Annual Report 2012, PDF - Axiata Group Berhad - Investor Relations

NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 (CONTINUED)14. EMPLOYEE SHARE OPTION AND SHARE SCHEME (CONTINUED)(a) Performance-Based ESOS and RSP [“Axiata Share Scheme”] (continued)The salient terms and conditions of the Axiata Share Scheme are as follows:(i)Maximum number of new ordinary shares of the Company available under the Axiata Share SchemeThe maximum amount of shares which may be:(a) Offered for subscription and allotted on the exercise of the total amount of Share Options underthis Axiata Share Scheme; and(b) Allotted upon the vesting of RSA under a RSP,(collectively referred to as “Aggregate”) shall not be more than 7% of the issued and paid–upordinary share capital of the Company at any point of time during the duration of this AxiataShare Scheme.If the Company undertakes a share buy-back exercise or any other corporate proposal resulting in thetotal number of the Company’s shares issued and/or to be issued under the Axiata Share Schemeexceeding 7% of the Company’s issued and fully paid-up ordinary share capital, all shares under theAxiata Share Scheme offered and/or granted prior to the said variation of the issued and paid-upordinary share capital of the Company shall remain valid and exercisable in accordance with theprovisions of this Axiata Share Scheme as if that reduction had not occurred.(ii) Basis of allocation and maximum allowable allotmentThe total number of new ordinary shares of the Company that can be offered and allotted to anyEligible Employees (as defined in the Bye-Laws in relation to the Axiata Share Scheme shall be at theabsolute discretion of the Board (or the Axiata Share Scheme Committee that has been established toadminister the Axiata Share Scheme from time to time) after taking into consideration such criteria asmay be determined by the Board or the Axiata Share Scheme Committee in its/their absolutediscretion.Further, not more than 50% of the Company’s new ordinary shares made available under the AxiataShare Scheme shall be allocated, in aggregate, to Eligible Employees who are Executive Directors ofthe Company or any corporation within the Group or who are in senior management. In addition, notmore than 10% of the Company’s new ordinary shares available under the Axiata Share Scheme willbe allocated to any individual Eligible Employee who, either singly or collectively through personsconnected with the Eligible Employees, holds 20% or more of the Company’s issued and fully paid-upshare capital.220