Award will vest on the Date of Termination of Employment. This portion will reflect the number of months served since the Award Date to the Date of Termination of Employment over the total number of months in the Vesting Period and the extent to which the Performance Condition (if any) has been met. The remainder of the Award will lapse. In the event of a Change of Control, a portion of the Award will Vest. This portion will reflect the number of months served since the Award Date to the Date of Termination of Employment over the total number of months in the Vesting Period and the extent to which the Performance Condition (if any) has been met. The portion of the Award that does not Vest on the Change of Control Date will, except on the termination of the FSP, continue to be subject to the terms of the Award Letter relating thereto unless the Remuneration Committee determines that the terms of the Award Letter relating thereto are no longer appropriate. In this case the Remuneration Committee shall make such adjustment to the number of Awards or convert Awards into awards in respect of shares in one or more other companies provided the Participants are no worse off. The Remuneration Committee may also vary the Performance Condition relating to this portion. In the event of a variation in Share capital such as a capitalisation issue, subdivision of Shares, consolidation of Shares, liquidation etc., participants shall continue to participate in the FSP. The Remuneration Committee may make such adjustment to the Award or take such other action to place participants in no worse a position than they were prior to the happening of the relevant event and to provide that the fair value of the Award immediately after the event is materially the same as the fair value of the Award immediately before the event. The issue of Shares as consideration for an acquisition, and the issue of shares or a vendor consideration placing will not be regarded as a circumstance that requires any adjustment to Awards. Where the Remuneration Committee regards an adjustment as necessary, Auditors, acting as experts and not as arbitrators and whose decision shall be final and binding on all persons affected thereby, shall confirm to the company in writing that these are calculated on a non- prejudicial basis. Any adjustments made will be reported in the company’s annual financial statements in the year during which the adjustment is made.
Award will vest on the Date of Termination of Employment. This portion will reflect the number of months served since the Award Date to the Date of Termination of Employment over the total number of months in the Vesting Period and the extent to which the Performance Condition (if any) has been met. The remainder of the Award will lapse. In the event of a Change of Control, a portion of the Award will Vest. This portion will reflect the number of months served since the Award Date to the Date of Termination of Employment over the total number of months in the Vesting Period and the extent to which the Performance Condition (if any) has been met. The portion of the Award that does not Vest on the Change of Control Date will, except on the termination of the FSP, continue to be subject to the terms of the Award Letter relating thereto unless the Remuneration Committee determines that the terms of the Award Letter relating thereto are no longer appropriate. In this case the Remuneration Committee shall make such adjustment to the number of Awards or convert Awards into awards in respect of shares in one or more other companies provided the Participants are no worse off. The Remuneration Committee may also vary the Performance Condition relating to this portion. In the event of a variation in Share capital such as a capitalisation issue, subdivision of Shares, consolidation of Shares, liquidation etc., participants shall continue to participate in the FSP. The Remuneration Committee may make such adjustment to the Award or take such other action to place participants in no worse a position than they were prior to the happening of the relevant event and to provide that the fair value of the Award immediately after the event is materially the same as the fair value of the Award immediately before the event. The issue of Shares as consideration for an acquisition, and the issue of shares or a vendor consideration placing will not be regarded as a circumstance that requires any adjustment to Awards. Where the Remuneration Committee regards an adjustment as necessary, Auditors, acting as experts and not as arbitrators and whose decision shall be final and binding on all persons affected thereby, shall confirm to the company in writing that these are calculated on a non- prejudicial basis. Any adjustments made will be reported in the company’s annual financial statements in the year during which the adjustment is made.
Annexure-Salient-Features-of-Share-plan.docx