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

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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
Axiata Group Berhad (242188-H) Annual Report 201214. EMPLOYEE SHARE OPTION AND SHARE SCHEME (CONTINUED)(a) Performance-Based ESOS and RSP [“Axiata Share Scheme”] (continued)(iii) EligibilityAny employee of the Group (other than subsidiaries which are dormant) shall be eligible to participatein the Axiata Share Scheme if the employee, as at the dates of the respective offers of options:(a) has attained the age of eighteen (18) years;(b) has entered into a full-term contract of employment with, and is on the payroll of, a corporationwithin the Group and whose service has been confirmed;(c) is not a non-executive or independent Director of the Company; and(d) fulfils any other criteria as may be set by the Board or the Axiata Share Scheme Committee inits absolute discretion.Eligibility under the Axiata Share Scheme does not confer on any Eligible Employee any claim, right toparticipate in, or any other right whatsoever under the Axiata Share Scheme, and an Eligible Employeedoes not acquire or have any right over, or in connection with, any Share Option or the RSA underthis Axiata Share Scheme unless an Offer has been made by the Board to that Eligible Employee andthat Eligible Employee has accepted the Offer in accordance with the terms of the Offer and the Bye-Laws governing the Axiata Share Scheme.(iv) Option price and RSA reference priceThe subscription price payable for each of the Company’s shares upon exercise of options is the five(5) day volume weighted average market price of the Company’s shares immediately preceding thedate of the Offer and is not lower than the nominal value of the Company’s shares.The reference price at which the Grantees shall be allotted new Shares pursuant to a RSA will be basedon the fair value of the shares on the date of offer, but shall not in any event be lower than thenominal value of the ordinary shares.(v) Duration of the Axiata Share SchemeThe Axiata Share Scheme shall be in force for a period of eight (8) years from the effective date ofimplementation of the ESOS and RSP, being a date of full compliance with the relevant requirementsof the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) inrelation to the initial Long Term Performance Based Share Option Scheme. All Share options, whetheror not exercisable, shall forthwith lapse upon the expiry of the Scheme. All unvested Shares under theRSA which are not vested shall forthwith lapse upon the expiry of the Scheme on 15 April 2017.221
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AXIATA GROUP BERHAD (242188-H) ANNU
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PakistanBangladeshIndiaThailandCamb
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CONTENTS006 Financial Calenda
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FinancialCalendar 2012QUARTERLY RES
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Raising The BarAxiata is continuous
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Chairman’sStatementTan Sri Dato
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Chairman’sStatementHIGH GROWTH MA
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President& GCEO’SBusinessReviewDA
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President &GCEO’S Business Review
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Axiata Group Berhad (242188-H) Annu
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Five-yeargroup financial summaryOPE
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Awards andRecognitionIndonesia Serv
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DIRECTORS’RESPONSIBILITY STATEMEN
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DIRECTORS’REPORTSHARE CAPITALDuri
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DIRECTORS’REPORTDIRECTORS’ INTE
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DIRECTORS’REPORTSTATUTORY INFORMA
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STATEMENTS OFCOMPREHENSIVE INCOMEFO
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NOTES TO THEFINANCIAL STATEMENTSFOR
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STATEMENTBY DIRECTORSPURSUANT TO SE
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INDEPENDENTAUDITORS’ REPORTTO THE
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GroupFinancial Analysiscatering for
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SHAREHOLDINGSTATISTICSAS AT 29 MARC
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SHAREHOLDINGSTATISTICSAS AT 29 MARC
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ADDITIONAL COMPLIANCEINFORMATION3.
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Net Book Value ofLand & BuildingsFo
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GROUPDIRECTORYAxiata Group BerhadAx
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GLOSSARYShare Scheme CommitteeEmplo
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NOTICE OFANNUAL GENERAL MEETINGNOTI
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NOTICE OFANNUAL GENERAL MEETING10.
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EXPLANATORY NOTES TO THE SPECIAL BU
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ADMINISTRATIVE DETAILS FOR THE21ST
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Annual Report 2012, PDF - Axiata Group Berhad - Investor Relations

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