England and Wales | None | |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed | Proposed | |||||||||||||
maximum | maximum | |||||||||||||
Title of | offering | aggregate | Amount of | |||||||||||
securities to be | Amount to be | price per | offering | registration | ||||||||||
registered | registered | share | price | fee | ||||||||||
Pearson PLC, Ordinary Shares,
nominal value of 25 pence each (1) |
16,540,280 shares(2) | $17.39(3) | $287,635,470(3) | $33,395(3) | ||||||||||
(a) | The Annual Report of Pearson PLC on Form 20-F filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), for the fiscal year ended December 31, 2010; | ||
(b) | All other reports filed by Pearson PLC, respectively, pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2010; and |
4.1
|
Articles of Association of Pearson PLC (incorporated by reference from Exhibit 1.1 to the 2010 Annual Report on Form 20-F) | |
4.2
|
Specimen certificate for ordinary shares of Pearson PLC, nominal value of 25 pence each (incorporated by reference from Exhibit 4.1 to Pearsons Registration Statement on Form F-1 (No. 333-43198)) | |
4.3
|
Form of Amended Deposit Agreement between Pearson PLC and The Bank of New York and Form of ADR (incorporated by reference from Exhibit 4.2 to Pearsons Registration Statement on Form F-1 (No. 333-43198)) | |
5.1
|
Opinion of Freshfields, Bruckhaus, Deringer LLP as to the validity of the Pearson PLC Ordinary Shares (filed herewith) | |
23.1
|
Consent of PricewaterhouseCoopers LLP, London, England, regarding the consolidated financial statements of Pearson PLC (filed herewith) | |
23.3
|
Consent of Freshfields, Bruckhaus, Deringer LLP (included in Exhibit 5.1) | |
24.1
|
Powers of Attorney (included on the signature page hereto) | |
99.1
|
The Pearson PLC Employee Stock Purchase Plan, adopted by the directors of Pearson PLC on May 12 2000 (filed herewith) | |
99.2
|
The Pearson Annual Bonus Share Matching Plan, adopted by the directors of Pearson PLC on April 25, 2008 (filed herewith) | |
99.3
|
Pearson PLC Long Term Incentive Plan, adopted by the directors of Pearson PLC on April 21 2006 (filed herewith) |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
PEARSON PLC Registrant |
||||
By: | /s/ Robin Freestone | |||
Robin Freestone | ||||
Chief Financial Officer | ||||
SIGNATURE | TITLE | |
/s/ Marjorie Scardino
|
Chief Executive Officer (Principal Executive Officer) |
|
/s/ Robin Freestone
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
/s/ Glen Moreno
|
Chairman | |
/s/ David Arculus
|
Director | |
/s/ Patrick Cescau
|
Director | |
/s/ William Ethridge
|
Director | |
/s/ Rona Fairhead
|
Director | |
/s/ Susan Fuhrman
|
Director | |
/s/ Ken Hydon
|
Director | |
/s/ Joshua Lewis
|
Director | |
/s/ John Makinson
|
Director |
U.S. AUTHORIZED REPRESENTATIVE PEARSON INC. |
||||
By: | /s/ Phil Hoffman | |||
Phil Hoffman | ||||
Executive Vice President |
4.1
|
Articles of Association of Pearson PLC (incorporated by reference from Exhibit 1.1 to the 2010 Annual Report on Form 20-F) | |
4.2
|
Specimen certificate for ordinary shares of Pearson PLC, nominal value of 25 pence each (incorporated by reference from Exhibit 4.1 to Pearsons Registration Statement on Form F-1 (No. 333-43198)) | |
4.3
|
Form of Amended Deposit Agreement between Pearson PLC and The Bank of New York and Form of ADR (incorporated by reference from Exhibit 4.2 to Pearsons Registration Statement on Form F-1 (No. 333-43198)) | |
5.1
|
Opinion of Freshfields, Bruckhaus, Deringer LLP as to the validity of the Pearson PLC Ordinary Shares (filed herewith) | |
23.1
|
Consent of PricewaterhouseCoopers LLP, London, England, regarding the consolidated financial statements of Pearson PLC (filed herewith) | |
23.3
|
Consent of Freshfields, Bruckhaus, Deringer LLP (included in Exhibit 5.1) | |
24.1
|
Powers of Attorney (included on the signature page hereto) | |
99.1
|
The Pearson PLC Employee Stock Purchase Plan, adopted by the directors of Pearson PLC on May 12 2000 (filed herewith) | |
99.2
|
The Pearson Annual Bonus Share Matching Plan, adopted by the directors of Pearson PLC on April 25, 2008 (filed herewith) | |
99.3
|
Pearson PLC Long Term Incentive Plan, adopted by the directors of Pearson PLC on April 21 2006 (filed herewith) |
LONDON | ||||
65 Fleet Street | ||||
London EC4Y 1HS | ||||
Pearson plc
|
T | + | 44 20 7936 4000 | |
80 Strand
|
Direct T | + | 44 20 7832 7358 | |
London
|
F | + | 44 20 7832 7001 | |
WC2R 0RL
|
Direct F | + | 44 20 7108 7358 | |
LDE No 23 | ||||
E | simon.evans@freshfields.com | |||
W | freshfields.com | |||
doc id | LON13984416/8+ | |||
our ref | SJME/AG | |||
your ref | ||||
client matter no. | 068050-0077 |
(a) | the Pearson PLC Employee Stock Purchase Plan; | |
(b) | the Pearson Annual Bonus Share Matching Plan; and | |
(c) | the Pearson Long Term Incentive Plan (together, the Plans). |
(a) | a certified copy of the Registration Statement to be filed under the Act; | |
(b) | the certificate from the Company Secretary of the Company dated 24 March 2011 (as attached) and the documents attached thereto (the Secretarys Certificate); | |
(c) | such other corporate records, certificates, instruments and other documents as in our judgment are necessary or appropriate to enable us to render the opinion expressed below, |
(a) | each of the statements contained in the Secretarys Certificate dated 24 March 2011 is currently true and accurate; | |
(b) | all signatures on executed documents which, or copies of which, we have examined are genuine; | |
(c) | all original documents submitted to us are authentic and complete and all copies of documents supplied to us as photocopies or facsimile copies conform to the originals and are authentic and complete; | |
(d) | all documents on which we have relied (including, without limitation, the Memorandum and Articles and the Plans) remain accurate, are in full force and have not been amended; | |
(e) | all statements of fact (including foreign law), opinion or intention in documents sent to us for the purpose of this opinion are accurate, complete and reasonable; | |
(f) | the Shares will be allotted, issued and paid for in accordance with (i) the rules of the Plans, (ii) the memorandum and articles of association of the Company in force at the relevant time; and (iii) the relevant provisions of the United Kingdom Companies Act 2006 (as amended), all necessary authorities and resolutions will be fully and unconditionally in force at the time the Shares are issued and the Company duly maintains authorised but unissued ordinary share capital at least equal to the aggregate nominal value of the Shares in respect of which applications have been distributed to employees and which may come to be issued; |
(g) | the subscription price per Share is not less than the nominal value of an ordinary share of 25 pence in the capital of the Company; | |
(h) | the directors of the Company will have the proper authority under section 551 of the United Kingdom Companies Act 2006, as amended, to allot and issue such of the Shares as are proposed to be issued and allotted at the date of allotment thereof; | |
(i) | the Shares shall be duly allotted and issued in accordance with the Plans by means of a resolution duly passed by the board of directors of the Company or a duly authorised committee thereof at a validly convened and constituted meeting or meetings and duly entered in the Companys register of members; and | |
(j) | each of the foregoing assumptions will be true and accurate at and immediately prior to the time of the issue and allotment of the relevant Shares and there will not have been any material change in English law prior to the issue of the Shares. |
(a) | the opinion is limited to English law as currently applied by the English courts and is given on the basis that it will be governed by and construed in accordance with current English law. Accordingly, we express no opinion with regard to any system of law other than the law of England as currently applied by the English courts; |
(b) | this opinion is subject to all applicable laws relating to insolvency, bankruptcy, administration, reorganisation or analogous circumstances and other similar laws of general application relating to or affecting the enforcement of creditors rights and remedies from time to time; and | |
(c) | the opinion is addressed to you solely for your benefit in connection with the Companys Registration Statement. It is not to be transmitted or disclosed to any other person nor is it to be used or relied upon by any other person or for any purposes or quoted or referred to in any public document without our prior written consent. We hereby give such consent in relation to the filing of this letter as an exhibit to the Registration Statement. In giving this consent we do not admit that we are in the category of persons where consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. |
4/4
PEARSON PLC | ||
80 STRAND | ||
LONDON WC2R 0RL | ||
TELEPHONE +44 20 7010 2000 | ||
FACSIMILE +44 20 7010 6060 | ||
www.pearson.com |
Yours sincerely |
||||
/s/ Stephen Jones | ||||
Stephen Jones | ||||
Deputy Secretary |
Page | ||||
Preliminary |
1 | |||
Variation of Rights |
4 | |||
Shares |
4 | |||
Uncertificated Shares |
7 | |||
Certificates |
7 | |||
Calls on Shares |
8 | |||
Lien |
9 | |||
Forfeiture of Shares |
9 | |||
Transfer of Shares |
10 | |||
Transmission of Shares |
11 | |||
Stock |
13 | |||
Redeemable Shares |
13 | |||
Meetings of Members |
14 | |||
General and Class Meetings |
14 | |||
Notice of General Meetings |
14 | |||
Proceedings at General Meetings |
16 | |||
Votes of Members |
18 | |||
Proxies |
19 | |||
Directors |
22 | |||
Number and Appointment of Directors |
22 | |||
Qualification of Directors |
22 | |||
Powers of Directors |
23 | |||
Borrowing |
24 |
Page | ||||
Proceedings of the Board |
26 | |||
Minutes |
28 | |||
Disqualification of Directors |
28 | |||
Retirement and Removal of Directors |
30 | |||
Managing Director and Executive Directors |
31 | |||
President |
31 | |||
Non-executive Directors |
32 | |||
Directors Expenses |
32 | |||
Alternate Directors |
32 | |||
Directors interests |
33 | |||
Secretary |
35 | |||
The Seal |
35 | |||
Registers |
35 | |||
Accounts and Dividends |
36 | |||
Audit |
36 | |||
Dividends and Reserves |
37 | |||
Capitalisation of Profits |
41 | |||
Communications |
42 | |||
Winding Up |
44 | |||
Indemnity |
45 | |||
Discovery |
45 | |||
Destruction of Documents |
45 | |||
Untraced Shareholders |
46 | |||
Index To Articles of Association |
48 |
Address:
|
Includes a number or address used for the purposes of sending or receiving documents by electronic means. | |
certificated share:
|
A share in the capital of the Company that is not an uncertificated share and references in these Articles to a share being held in certificated form shall be construed accordingly. | |
Chairman:
|
The Chairman of the Board. | |
clear days:
|
In relation to the sending of a notice, means the period excluding the day on which a notice is given or deemed to be given and the day for which it is given or on which it is to take effect. | |
CREST:
|
The relevant system, as defined in the Regulations, in respect of which CRESTCo is the Operator. | |
Deputy Chairman:
|
The Deputy Chairman of the Board. | |
Dividend:
|
Includes bonus. | |
electronic copy, electronic form or electronic means |
Have the meanings given to them by section 1168 of the Companies Act 2006. | |
hard copy or hard copy form
|
Have the meanings given to them by section 1168 of the Companies Act 2006. |
Page 1
holder(s) or shareholder(s):
|
In relation to a share in the capital of the Company means the member whose name is entered in the Register as the holder of that share. | |
member:
|
Means a member of the Company. | |
month:
|
Calendar month. | |
Operator:
|
Has the meaning given by the Regulations. | |
Ordinary Share(s):
|
Means ordinary shares in the capital of the Company of 25 pence each. | |
paid up:
|
Includes credited as paid up. | |
participating security:
|
Has the meaning given by the Regulations. | |
Regulations:
|
The Uncertificated Securities Regulations 2001 including any modification or re-enactment of them for the time being in force. | |
resolution:
|
Means a resolution of the members of the Company at a general meeting, unless the context otherwise requires. | |
satellite meeting place:
|
Subject to the provisions of Article 54.2, any one or more places where a person may attend a general meeting of the Company, other than the place set out in the notice referred to in Article 53. | |
share(s):
|
Means the Ordinary Share(s), unless the context otherwise requires. | |
share warrant:
|
A warrant to bearer in respect of shares of the Company issued by the Company. | |
Securities Seal:
|
An official seal kept by the Company by virtue of section 50 of the Companies Act 2006. | |
The Act
|
The Companies Act 2006 | |
The Auditors:
|
The auditors for the time being of the Company. | |
The Board:
|
The Directors or any of them acting as the Board of Directors of the Company. | |
The Directors:
|
The directors for the time being of the Company. | |
The Office:
|
The Registered Office of the Company. | |
The Register:
|
As appropriate, either or both the register of members of the Company and the Operator register of members of the Company. | |
The Seal:
|
The Common Seal of the Company. |
Page 2
The Statutes:
|
The Companies Acts (as defined in Section 2 of the Companies Act 2006). | |
The United Kingdom:
|
Great Britain and Northern Ireland. | |
These Articles:
|
These Articles of Association, as originally adopted, as from time to time altered by special resolution. | |
Transfer Office:
|
The place where the register of members is situated for the time being. | |
treasury shares:
|
Has the meaning given by the Companies Act 2006. | |
uncertificated share:
|
Means (subject to Regulation 42(11)(a) of the Regulations) a share in the capital of the Company, title to which is recorded on the Operator register of members of the Company and which may, by virtue of the Regulations, be transferred by means of a relevant system and references in these Articles to a share being held in uncertificated form shall be construed accordingly. | |
Year:
|
Year from 1 January to 31 December inclusive. |
Page 3
(a) | with the written consent of the holders of three-fourths of the issued shares of the class (excluding any shares of that class held as treasury shares) which consent shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the Company for that purpose, or in default of such specification to the Office, and may consist of several documents each executed or authenticated in such manner as the board may approve by or on behalf of one or more holders, or a combination of both; or | |
(b) | with the sanction of a special resolution passed at a separate meeting of such holders, |
(a) | the creation or issue of further shares ranking pari passu therewith; or | |
(b) | the Company permitting, in accordance with the Regulations, the holding of and transfer of title to shares of that or any other class in uncertificated form by means of a relevant system. |
(a) | the allotment of equity securities in connection with a pre-emptive issue; and | |
(b) | the allotment (otherwise than pursuant to Article 7.2(a)) of equity securities up to an aggregate nominal amount equal to the section 561 amount. |
Page 4
Page 5
(a) | it is a transfer of shares pursuant to acceptance of a takeover offer (within the meaning of section 974 of the Companies Act 2006); |
(b) | the Board is satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the member and with any other person appearing to be interested in the shares; or |
(c) | the transfer results from a sale made through a recognised investment exchange as defined in the Financial Services and Markets Act 2000 or any other stock exchange outside the United Kingdom on which the Companys shares are normally traded. |
Page 6
(a) | is held in uncertificated form; or | |
(b) | is permitted in accordance with the Regulations to become a participating security. |
(a) | to require the holder of that uncertificated share by notice to change that share into certificated form within the period specified in the notice and to hold that share in certificated form so long as required by the Company; | |
(b) | to require the holder of that uncertificated share by notice to give any instructions necessary to transfer title to that share by means of the relevant system within the period specified in the notice; | |
(c) | to require the holder of that uncertificated share by notice to appoint any person to take any step, including without limitation the giving of any instructions by means of the relevant system, necessary to transfer that share within the period specified in the notice; | |
(d) | to require the Operator to convert that uncertificated share into certificated form in accordance with Regulation 32(2)(c) of the Regulations; and | |
(e) | to take any action that the Board considers appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of that share or otherwise to enforce a lien in respect of that share. |
Page 7
Page 8
Page 9
Page 10
(a) | the instrument of transfer is not lodged, duly stamped, at the Office or at such other place as the Board may appoint or is not accompanied by the certificate of the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; or | |
(b) | the instrument of transfer is in respect of more than one class of share; or | |
(c) | in the case of a transfer to joint holders, they exceed four in number. |
Page 11
(a) | The Company with respect to fully-paid shares may issue share warrants stating that the bearer is entitled to the shares therein specified, and may provide by coupons or otherwise for the payment of future dividends or other monies on or in respect of the shares included in such share warrants. |
(b) | A share warrant shall entitle the bearer thereof to the shares included in it, and the shares may be transferred by the delivery of the share warrant, and the provisions of these Articles with respect to transfer and transmission of shares shall not apply thereto. Each share warrant shall be issued under the Seal or under the Securities Seal or, in the case of shares on a branch register, an official seal for use in the relevant territory. |
(c) | The Directors shall be at liberty to accept a certificate (in such form and from such person as the Directors may approve) to the effect that a specified person is shown in the records of the person issuing such certificate as being entitled to all or some of the shares comprised in a specified share warrant as sufficient evidence of the facts stated in such certificate, and may treat the deposit of such certificate at the Transfer Office (or at any other place specified from time to time by the Directors) as equivalent to the deposit there of the share warrant, and may inter alia allot to the person named in such certificate any shares to which the bearer of the share warrant referred to in such certificate may be entitled and the right of the allottee to the allotment shall not, after allotment, be questioned by any person. |
(d) | The Directors may determine and from time to time vary the conditions upon which share warrants shall be issued, and in particular (but without limitation) upon which a new share warrant or coupon will be issued in the place of one worn out, defaced, lost or destroyed provided that no new share warrant may be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original share warrant has been destroyed, upon which (subject as hereinafter provided) the bearer of a share warrant shall be entitled to attend and vote at general meetings, and upon which a share warrant may be surrendered and the name of the holder entered in the Register in respect of the shares therein specified. Subject to such conditions and to these Articles, the bearer of a share warrant shall be subject to the conditions for the time being in force relating to share warrants, whether made before or after the issue of such share warrant. |
(e) | Subject to any conditions for the time being in force relating to share warrants and as otherwise expressly provided in these Articles, the bearer of a share warrant may at any time deposit the share warrant at the Transfer Office (or at such other place as the Directors may from time to time appoint) and so long as the share warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting and of attending and voting, appointing a proxy and exercising the other privileges of a member at any meeting held after the expiration of forty-eight hours from the time of deposit and be entitled to be given any notices by the Company which are to be given, after the expiration of forty-eight hours from the time of such deposit, to holders of shares of that class, as if his name were inserted in the Register as the holder of the shares included in the deposited share warrant, provided that in the case of a share warrant deposited elsewhere than at the Transfer Office (or such other place as aforesaid), the depositor shall have obtained from the person with whom the same is deposited a certificate of such deposit in such form as the Directors may require specifying inter alia the share warrant and the number of shares included therein, and shall have lodged the same at the Transfer Office (or such other place as aforesaid) not less than forty-eight hours before the time of the meeting at which the |
Page 12
depositor desires to attend or to be represented. Not more than one person shall be recognised as a depositor of any share warrant. Every share warrant which shall have been so deposited as aforesaid shall remain so deposited until after the closing of the meeting at which the depositor desires to attend or to be represented. | ||
(f) | Subject as otherwise expressly provided in these Articles or by the terms of issue of any shares or in any conditions for the time being in force relating to share warrants, no person shall, as bearer of a share warrant, be entitled to sign a requisition for calling a meeting of the Company or give notice of intention to submit a resolution to a meeting or attend or vote or give a proxy or exercise any other privilege of a member at a meeting of the Company, or be entitled to receive any notices from the Company, but the bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the Register as the holder of the shares included in the share warrant, and he shall be deemed to be a member of the Company. |
Page 13
(a) | the necessary quorum shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares) or, at any adjourned meeting of such holders, one holder present in person or by proxy, whatever the amount of his holding, who shall be deemed to constitute a meeting; |
(b) | any holder of shares of the class present in person or by proxy may demand a poll; and |
(c) | each holder of shares of the class shall, on a poll, have one vote in respect of every share of the class held by him. |
Page 14
(a) | participate in the business for which the meeting has been convened; | |
(b) | hear and see all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and | |
(c) | be heard and seen by all other persons so present in the same way. |
Page 15
(a) | no new notice of the meeting need be sent, but the Board shall, if practicable, advertise the date, time and place of the meeting in at least two newspapers having a national circulation and shall make arrangements for notices of the change of place and/or postponement to appear at the original place and/or at the original time; and |
(b) | a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be delivered to the Office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 74(a) or, if in electronic form, be received at the address (if any) specified by or on behalf of the Company in accordance with Article 74(b) (or such address as the Company may be deemed by The Statutes to have agreed), at any time not less than forty-eight hours before any postponed time appointed for holding the meeting. |
Page 16
(a) | at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered, notice of the terms of the amendment and the intention to move it has been delivered in hard copy form to the office or to such other place as may be specified by or on behalf of the Company for that purpose, or received in electronic form at such address (if any) for the time being specified by or on behalf of the Company for that purpose, or | |
(b) | the chairman decides that the amendment may be considered and voted on. |
(a) | by the chairman of the meeting; or | |
(b) | (except on the election of the chairman of the meeting or on a question of adjournment) by at least three members present in person or by proxy and entitled to vote on the resolution; or |
(c) | by any member or members present in person or by proxy and representing not less than 10% of the total voting rights of all the members having the right to vote on the resolution; or |
(d) | by a member or members present in person or by proxy holding shares in the Company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right; |
Page 17
Page 18
(a) | on a vote on a resolution on a show of hands at a meeting of the Company, each authorised person has the same voting rights as the corporation would be entitled to; and |
(b) | where paragraph (a) does not apply and more than one authorised person purport to exercise a power in respect of the same shares: |
(i) | if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and | ||
(ii) | if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised. |
Page 19
(a) | if in hard copy form, be delivered by hand or by post to the Office or such other place within the United Kingdom as may be specified by or on behalf of the Company for that purpose: |
(i) | in the notice convening the general meeting; or | ||
(ii) | in any form of proxy sent by or on behalf of the Company in relation to the meeting, |
(b) | if in electronic form, be received at any address to which the appointment of a proxy may be sent by electronic means pursuant to a provision of The Statutes or to any other address specified by or on behalf of the Company for the purpose of receiving the appointment of a proxy in electronic form in: |
(i) | any form of proxy sent by or on behalf of the Company in relation to the meeting; or | ||
(ii) | any invitation to appoint a proxy issued by the Company in relation to the meeting, |
(c) | in either case, where a poll is taken more than forty-eight hours after it is demanded, be delivered or received as aforesaid after the poll has been demanded and not less than twenty-four hours before the time appointed for the taking of the poll; or |
(d) | if in hard copy form, where a poll is not taken forthwith but is taken not more than forty-eight hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the Secretary or to any Director. |
Page 20
(a) | the Company may treat the appointment as sufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder; |
(b) | that holder shall, if requested by or on behalf of the Company at any time, send or procure the sending of any written authority under which the appointment has been made, sent or supplied, or a copy of such authority certified notarially or in some other way approved by the Board, to such address and by such time as may be specified in the request (or such address as the Company may be deemed by The Statutes to have agreed) and, if the request is not complied with in any respect, the appointment may be treated as invalid; and |
(c) | whether or not a request under Article 75.1(b) has been made or complied with, the Company may determine that it has insufficient evidence of the authority of that person to make, send or supply the appointment on behalf of that holder and may treat the appointment as invalid. |
(a) | whether he counts in deciding whether there is a quorum at a meeting; | |
(b) | the validity of anything he does as chairman of a meeting; | |
(c) | the validity of a poll demanded by him at a meeting; or | |
(d) | the validity of a vote given by that person, |
Page 21
Page 22
Page 23
(a) | adjusted so as to exclude an amount equal to the net tangible assets of any subsidiary which is not a relevant subsidiary as included in the consolidated balance sheet of the Company; |
(b) | adjusted as may be appropriate to take account of: |
(i) | any increase in or reduction of the issued and paid up share capital or share premium account of the Company since the date to which the consolidated balance sheet incorporated in such accounts shall have been made up; | ||
(ii) | any distributions in cash or specie made (otherwise than to the Company or to a relevant subsidiary) from such reserves since such date and not provided for therein; |
Page 24
(iii) | any relevant subsidiary not consolidated in such accounts, any companies which since the date of such accounts have ceased to be or have become relevant subsidiaries, and any companies which will become or will cease to be relevant subsidiaries as a result of the transaction in relation to which the calculation falls to be made; |
(c) | after excluding any sums provided for taxation (including deferred tax); | |
(d) | after deducting therefrom (insofar as not otherwise deducted) a sum equivalent to the book value of any goodwill and any other intangible assets in the said consolidated balance sheet; | |
(e) | after making such other adjustments (if any) as the Auditors may consider appropriate. | |
90.4 | For the purpose of this Article borrowings shall include the following: | |
(a) | the principal amount for the time being outstanding of any debentures within the meaning of section 738 of the Companies Act 2006, issued (whether for cash or otherwise) by the Company or any relevant subsidiary; | |
(b) | the principal amount for the time being outstanding in respect of acceptances raised by the Company or any relevant subsidiary under any acceptance credit opened on its behalf (not being acceptances in relation to the purchase of goods in the normal course of trading which have been outstanding for one hundred and eighty days or less); | |
(c) | the nominal amount of any issued share capital and the principal amount of any borrowings the repayment whereof is guaranteed by or is the subject of an indemnity from the Company or any relevant subsidiary; and | |
(d) | the nominal amount of any issued share capital (not being equity share capital) of a relevant subsidiary, which is not beneficially owned by the Company or by another relevant subsidiary, |
(i) | amounts borrowed and otherwise falling to be taken into account pursuant to this Article and intended to be applied within six months of being so borrowed in the repayment of borrowings then outstanding which fall to be taken into account pursuant to this Article pending their application for such purpose or the expiration of such period whichever shall be the earlier, | |
(ii) | borrowings from bankers or others for the purpose of financing any contract in respect of which any part of the price receivable is guaranteed or insured by the Export Credits Guarantee Department of the Department of Trade, to an amount not exceeding that part of the price receivable thereunder which is so guaranteed or insured; | |
(iii) | unsecured borrowings from bankers to the extent that there are amounts standing to the credit of the account(s) of the relevant subsidiary making the borrowing and/or any other relevant subsidiary which, in accordance with the arrangements made between the bankers and the relevant subsidiary making the borrowing or any other |
Page 25
relevant subsidiary, are available for set-off by the bankers against the amount of such borrowings; and |
(iv) | borrowings by a company, which on becoming a subsidiary after 27 May 1983 is also a relevant subsidiary, which are outstanding at the date when it becomes a subsidiary for a period of twelve months from the date of such event to the extent that a sum equal to the amount of such borrowings exceeds any increase in the relevant limit arising out of the adjustments to be made to the adjusted capital and reserves on account of the transaction whereby such company becomes a relevant subsidiary, |
Page 26
92. | The quorum necessary for dealing with the business of the Board shall be fixed by the Board, and unless so fixed at any other number, shall be two. For the purpose of determining whether the quorum for dealing with the business of the Board exists: |
(a) | in the case of a resolution agreed by Directors in telephonic communications, all such Directors shall be counted in the quorum; | |
(b) | in the case of a meeting of Directors, in addition to the Directors present at the meeting, any Director in telephonic communication with such meeting shall be counted in the quorum. |
(a) | a Director signifies his agreement to a proposed written resolution when the Company receives from him a document indicating his agreement to the resolution authenticated in the manner permitted by the Companies Act 2006 for a document in the relevant form; | |
(b) | the Director may send the document in hard copy form or in electronic form to such address (if any) for the time being specified by the Company for that purpose, and in default of such specification to the Office; | |
(c) | if any alternate Director signifies his agreement to the proposed written resolution, his appointor need not also signify his agreement; and | |
(d) | if a Director signifies his agreement to the proposed written resolution an alternate director appointed by him need not also signify his agreement. |
Page 27
99. | The Board shall cause minutes to be recorded for the purpose: | |
(a) | of all appointments of officers made by the Board; | |
(b) | of the names of the Directors present at each meeting of the Board and of any committee of the Board; and | |
(c) | of all resolutions and proceedings at all meetings of the Company and of the holders of any class of shares in the Company and of the Board and of committees of the Board. |
100. | A person ceases to be a director as soon as: | |
(a) | that person ceases to be a Director by virtue of any provision of The Statutes or is prohibited from being a Director by law; | |
(b) | a bankruptcy order is made against that person; | |
(c) | a composition is made with that persons creditors generally in satisfaction of that persons debts; | |
(d) | a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; |
Page 28
(e) | by reason of that persons mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have; | |
(f) | notification is received by the Company from the Director that the Director is resigning or retiring from office, and such resignation or retirement has taken effect in accordance with its terms; or |
(a) | the giving of any guarantee, security or indemnity in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiaries; | |
(b) | the giving of any guarantee, security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security; | |
(c) | any proposal relating to the Company or any of its subsidiary undertakings where it is offering securities in which offer a Director is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which a Director is to participate; | |
(d) | any proposal relating to another company in which he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in |
Page 29
sections 820 to 825 of the Companies Act 2006) representing one per cent. or more of either any class of the equity share capital, or the voting rights, in such company; |
(e) | any proposal relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates; or | |
(f) | any proposal concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons including Directors. |
Page 30
Page 31
* | Increased to £250,000 by an ordinary resolution passed on 11 May 1990. | |
* | Increased to £300,000 by an ordinary resolution passed on 3 May 1996. | |
* | Increased to £500,000 by an ordinary resolution passed on 30 April 2004. | |
* | Increased to £750,000 by a special resolution passed on 25 April 2008. |
Page 32
(a) | any requirement as to quorum at the meeting at which the matter is considered is met without counting the Director in question or any other interested Director; and | |
(b) | the matter was agreed to without their voting or would have been agreed to if their votes had not been counted. |
(a) | may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested; |
Page 33
(b) | may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; | |
(c) | may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested. |
(a) | the acceptance, entry into or existence of which has been approved by the board pursuant to Article 120.A (subject, in any such case, to any limits or conditions to which such approval was subject); or | |
(b) | which he is permitted to hold or enter into by virtue of paragraph (a), (b) or (c) of Article 120.B; |
(a) | to disclose any such information to the board or to any Director or other officer or employee of the Company; and/or |
(b) | to use or apply any such information in performing his duties as a Director of the Company. |
(a) | absents himself from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or | |
(b) | makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Company and/or for such documents and information to be received and read by a professional adviser, |
Page 34
for so long as he reasonably believes such conflict of interest or possible conflict of interest subsists. |
(a) | disclosing information, in circumstances where disclosure would otherwise be required under these articles; or | |
(b) | attending meetings or discussions or receiving documents and information as referred to in article 120.F, in circumstances where such attendance or receiving such documents and information would otherwise be required under these articles. |
Page 35
(a) | any document comprising or affecting the constitution of the Company, whether in hard copy form or electronic form; | |
(b) | any resolution passed by the Company, the holders of any class of shares in the capital of the Company, the Board or any committee of the Board, whether in hard copy form or electronic form; and | |
(c) | any book, record and document relating to the business of the Company, whether in hard copy form or electronic form (including without limitation the accounts). |
Page 36
(a) | the said resolution may specify a particular dividend, or may specify all or any dividends declared or to be declared or paid in respect of a specified period or periods, or for payment not later than the beginning of the annual general meeting next following the passing of such resolution or such later annual general meeting as may be specified by the resolution; |
Page 37
(b) | save where the Directors otherwise determine, the basis of allotment of Ordinary Shares shall be that the relevant value for each holder shall be as nearly as possible equal to (but not more than) the cash amount (exclusive of any imputed tax credit) that such holder would have received by way of the dividend forgone. For the purpose of this clause relevant value shall (save where the Directors otherwise determine) be calculated by reference to the average of the middle market quotations for the Companys Ordinary Shares on The International Stock Exchange as derived from the Daily Official List for the day when the Ordinary Shares are first quoted ex the relevant dividend and the four immediately following business days; | |
(c) | the Board may notify the holders in writing of any right of election offered to them, and may send to holders at any time forms of election applicable to such right of election and/or to more than one such right of election, such forms specifying the procedure to be followed and the place at which, and the latest time or date by which, duly completed forms of election, or notices from holders amending or terminating existing elections, must be lodged in order to be effective; | |
(d) | subject to sub-paragraph (f) of this Article, the dividend (or that part of the dividend for which a right of election has been given) shall never become payable in cash on Ordinary Shares to the extent that the election has been duly effected (elected shares) and additional Ordinary Shares shall instead be allotted to the holders of the elected shares on the basis of allotment determined as aforesaid. For such purpose the Board shall appropriate, as it sees fit, out of such of the sums standing to the credit of any reserve or fund (including the profit and loss account), whether or not the same is available for distribution, as the Board may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to and amongst the holders of the elected shares on such basis; | |
(e) | the additional Ordinary Shares so allotted shall rank pari passu in all respects with the fully paid Ordinary Shares of the same class then in issue save only as regards participation in the dividend in place of which they were allotted; | |
(f) | no fraction of an Ordinary Share shall be allotted. The Board may make such provisions as it thinks fit for any fractional entitlements including provisions whereby, in whole or in part, the benefit thereof accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any holder and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such holder of fully paid Ordinary Shares and/or provisions whereby cash payments may be made to holders in respect of their fractional entitlements; | |
(g) | the Board may do all acts and things considered necessary or expedient to give effect to the allotment and issue of any Ordinary Shares in accordance with the provisions of this Article or otherwise in connection with any offer made pursuant to this Article and may authorise any person to enter, on behalf of all the holders concerned, into an agreement with the Company providing for such allotment and incidental matters and any agreement so made under such authority shall be binding on all such holders; | |
(h) | the Board may on any occasion decide that rights of election shall not be made available to any category of shareholders or to any shareholders in any territory where, in the absence of a registration statement or other special formalities or for any other reason, the circulation of an offer of rights of election to such shareholders or in such territory would or might be unlawful or where, in the opinion of the Board, |
Page 38
compliance with local laws and/or regulations would be unduly onerous and in such case the provisions of this Article shall be subject to such decision; |
(i) | the Board may in its discretion amend, suspend or terminate any offer which is in operation; |
(j) | the power conferred under this Article and by any authority given by the holders shall not be exercised unless the Board shall then have: |
(i) | sufficient authority to allot Ordinary Shares in the capital of the Company; | ||
(ii) | sufficient reserves or funds that may be capitalised after the basis of allotment is determined, |
in each case to give effect to the terms of any such scheme; and | ||
(k) | every duly elected election shall be binding on every successor in title to the elected shares (or any of them) of the holder(s) who has/have effected the same. | |
136. | Subject to the provisions of the Statutes and to Article 133, the Directors: | |
(a) | may declare and pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof; | |
(b) | may provide, in such manner and on, such terms as they may think fit, for the payment of any dividends (whether fixed or calculated by reference to or in accordance with a specified procedure or mechanism) on any class of shares carrying such a dividend on such dates as may be prescribed for the payment thereof (whether such dates are fixed or are determined or to be determined in accordance with a specified procedure or mechanism); and | |
(c) | may also from time to time declare and pay interim dividends on the shares of any class of such amount and on such dates and in respect of such periods as they think fit. |
Page 39
Page 40
(a) | in or towards paying up the amounts (if any) for the time being unpaid on any shares held by such members respectively; or | |
(b) | in paying up in full unissued shares, debentures or obligations of the Company of a nominal amount equal to such profits, for allotment and distribution credited as fully paid up, to and amongst such members in the proportion aforesaid; or | |
(c) | partly in one way and partly in the other, |
(a) | to make such provisions (by the issue of fractional certificates or by payment in cash or otherwise) as it thinks fit in the case of shares, debentures or obligations becoming distributable in fractions; and | |
(b) | to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the Company providing (as the case may require) either: |
(i) | for the payment up by the Company on behalf of such members (by the application thereto of their respective proportions of the profits resolved to be capitalised) of the amounts, or any part of the amounts, remaining unpaid on their existing shares; or | ||
(ii) | for the allotment to such members respectively, credited as fully paid up, of any further shares, debentures or obligations to which they may be entitled upon such capitalisation, |
Page 41
(a) | any profits arising from appreciation in capital assets (whether realised by sale or ascertained by valuation); and | |
(b) | any amounts for the time being standing to any reserve or reserves or to the capital redemption reserve or to share premium or other special account. |
(a) | the determined form and means are permitted by the Statutes for the purposes of sending and supplying a document or information of that type to a company pursuant to the provisions of the Statutes; and | |
(b) | unless the board otherwise permits, any applicable condition or limitation specified in the Statutes, including without limitation as to the address to which the document or information may be sent, is satisfied. |
150. | [Deliberately left blank]. |
151. | [Deliberately left blank]. |
Page 42
(a) | no such member shall be entitled to receive any document or information from the Company; and | |
(b) | without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting. |
(a) | if sent by first class post or special delivery post from an address in the United Kingdom to another address in the United Kingdom, or by a postal service similar to first class post or special delivery post from an address in another country to another address in that other country, on the day following that on which the document or information was posted; |
Page 43
(b) | if sent by airmail from an address in the United Kingdom to an address outside the United Kingdom, or from an address in another country to an address outside that country (including without limitation an address in the United Kingdom), on the third day following that on which the envelope containing the document or information was posted; and |
(c) | in any other case, on the second day following that on which the document or information was posted. |
(a) | when the document or information was first made available on the website; or |
(b) | if later, when the member is deemed by Article 152.7 or 152.8 to have received notice of the fact that the document or information was available on the website. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member. |
Page 44
(a) | the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant; |
Page 45
(b) | nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; |
(c) | references herein to the destruction of any document include references to the disposal thereof in any manner. |
(a) | the Company shall, as soon as practicable after expiry of the said period of twelve years, have given notice by advertisement in a national daily newspaper and a newspaper circulating in the area of the address at which service of notices upon such member or person entitled to such shares may be effected in accordance with these Articles of its intention to sell such shares; and |
(b) | the Company has not, during the further period of three months after the date of the advertisements (or, if published on different dates the later thereof) and prior to the exercise of the power of sale, received any communication from the member or a person entitled to such shares by virtue of transmission on death or bankruptcy or otherwise. |
(a) | where the shares are held in certificated form, authorise any person to execute as transferor an instrument of transfer of the shares to be sold to, or in accordance with the directions of, the purchaser and such instrument of transfer shall be as effective as if it had been executed by the registered holder of, or person entitled by transmission to, such shares; or |
(b) | where the shares are held in uncertificated form, do all acts and things it considers necessary or expedient to effect the transfer of the shares to, or in accordance with the directions of, the buyer. |
Page 46
Page 47
D.G.BLACKSTOCK an authorised officer |
Article | Page | |||||||
Accounts, records of |
126 | 37 | ||||||
records of, where kept |
127 | 37 | ||||||
copies of, to be sent to members |
129 | 37 | ||||||
inspection of |
127 | 37 | ||||||
to be submitted in accordance with the Statutes |
128 | 37 | ||||||
Administrators of deceased Members |
38 | 11 | ||||||
Allotment of shares |
7.1-7.4 | 4 | ||||||
Alternate Directors |
98, 115-120, 155.1 | 28,33-34, 45 | ||||||
Appointment of Directors |
77-80 | 22-23 | ||||||
Auditors, appointment |
130 | 37 | ||||||
Report |
131 | 37 | ||||||
Bankruptcy, rights of person entitled to shares in |
39 | 11 | ||||||
consequence of |
39-41 | 11-12 | ||||||
Borrowing, Boards powers |
90.1-90.8 | 24-27 | ||||||
definitions related to |
90.3-90.4 | 25-26 | ||||||
Brokerage on shares |
8 | 5 | ||||||
Calls on shares, Board may make from time to time |
14 | 8 | ||||||
date of call |
15 | 8 | ||||||
differentiation on |
19 | 9 | ||||||
forfeiture of shares, for non-payment of |
25-27 | 9-10 | ||||||
in arrears |
69 | 20 | ||||||
interest on unpaid calls |
17 | 8 | ||||||
joint holders jointly and severally liable |
16 | 8 | ||||||
made when resolution passed |
15 | 8 | ||||||
monies may be paid up in advance and interest paid thereon |
20 | 9 | ||||||
notice to be given |
14 | 8 | ||||||
procedure to recover money due on calls |
25 | 9 | ||||||
sums deemed to be |
18 | 8 | ||||||
Capital of Company |
||||||||
conversion of shares into stock and vice versa |
42 | 13 | ||||||
rights may be varied |
4-5 | 4 | ||||||
Capitalisation of profits |
146.1-146.4 | 42-43 | ||||||
Certificates |
12-13 | 8 | ||||||
charges for |
12.1 | 8 | ||||||
lost or destroyed, new may be issued |
13 | 8 | ||||||
may be delivered to any one of joint holders |
12.2 | 8 | ||||||
one to every member |
12.1 | 8 | ||||||
to be sealed, but need not be signed |
124.2 | 36 | ||||||
Chairman of a meeting |
57-64 | 17-18 | ||||||
acting as |
58 | 17 | ||||||
adjourn meetings, right to |
59.1 | 17 | ||||||
adjourned meetings, determination of |
57 | 17 | ||||||
Declaration of result of vote on a show of hands |
60 | 18 | ||||||
poll, consequence of demand |
64 | 18 | ||||||
poll, on election of chairman |
63 | 18 | ||||||
poll, procedure and effect of |
62 | 18 | ||||||
poll, right to demand |
60 | 18 | ||||||
qualification of vote, decision as to |
70 | 20 |
Page 48
Article | Page | |||||||
Commission on shares |
8 | 5 | ||||||
Communications, |
||||||||
accidental omission of, not to invalidate resolution |
54.1 | 15 | ||||||
deemed receipt of notice |
152.3 | 44 | ||||||
during disruption of services |
152.10 | 45 | ||||||
includes website notification |
152.9 | 45 | ||||||
methods of Company sending notice |
148 | 43 | ||||||
methods of member etc. sending notice |
149 | 43 | ||||||
proof of sending/when notices etc. deemed sent by post |
152.7 | 44 | ||||||
registered address outside EEA |
152.2 | 43 | ||||||
terms and conditions for electronic communications |
152.4 | 44 | ||||||
to joint holders |
152.1 | 43 | ||||||
to persons entitled by transmission |
152.5 | 44 | ||||||
transferees etc. bound by prior notice |
152.6 | 44 | ||||||
website publication by Company |
152.2 | 43 | ||||||
when notice required to be in writing; use of electronic communications |
152.2 | 43 | ||||||
when notices etc. deemed sent by electronic communication |
152.8 | 45 | ||||||
Conversion of shares into stock and vice versa |
42 | 13 | ||||||
Debentures, etc may be issued |
90.1 | 24 | ||||||
Default notices |
11.1-11.4 | 6-7 | ||||||
Definitions |
2 | 1 | ||||||
Directors |
||||||||
acts valid notwithstanding defect in appointment |
98 | 28 | ||||||
Alternate |
115-120 | 33-34 | ||||||
appointment of |
77, 79 | 22,23 | ||||||
appointment of, by separate resolution |
79 | 23 | ||||||
Chairman and Deputy Chairman, appointment of |
93 | 27 | ||||||
Chairman entitled to take chair at general meetings |
58 | 17 | ||||||
Chairman to have no casting vote |
91.1 | 27 | ||||||
Committees, powers may be delegated to |
96 | 28 | ||||||
Company may fill vacancies at general meeting |
78 | 23 | ||||||
continuing Directors may act in case of Vacancy |
78 | 23 | ||||||
contracts, interest in to be disclosed |
101.1 | 29 | ||||||
contracts, not disqualified from entering into with Company |
101.1 | 29 | ||||||
contracts, power to vote on |
101.2 | 30 | ||||||
defect in appointment of |
98 | 28 | ||||||
delegation of powers |
96 | 28 | ||||||
disqualification of |
100 | 29 | ||||||
election by general meeting |
106 | 31 | ||||||
Executive |
108, 110-112 | 31,32 | ||||||
Expenses |
114.4 | 33 | ||||||
indemnified against losses, indemnity insurance etc |
155.1-155.2 | 45-46 | ||||||
interests |
120.A-120.G | 34-35 | ||||||
Managing |
108-109, 111-112 | 31-32 | ||||||
may appoint attorneys |
87 | 24 | ||||||
may appoint local Boards and delegate powers |
85 | 23 | ||||||
may provide for local management |
85 | 23 | ||||||
meetings, a Director may at any time convene |
91.2 | 27 | ||||||
meetings, Board may fix a quorum |
92 | 27 |
Page 49
Article | Page | |||||||
meetings, competency to exercise powers |
95 | 28 | ||||||
meetings, Directors may meet as they think fit |
91.1 | 27 | ||||||
meetings, notice of |
91.3 | 27 | ||||||
meetings, proceedings at |
91-98A | 27-29 | ||||||
meetings, quorum |
92 | 27 | ||||||
no person other than retiring Director eligible for election without notice or Directors recommendation |
80 | 23 | ||||||
non-executive |
114.1-114.3 | 32-33 | ||||||
number of |
76 | 22 | ||||||
office, when vacated |
104 | 31 | ||||||
pensions and other benefits determined by the Board |
86.1-86.2 | 23-24 | ||||||
power to determine manner of endorsement of cheques |
89 | 24 | ||||||
power to make additional appointments |
77 | 22 | ||||||
powers of |
84-89.1 | 23-24 | ||||||
powers, general powers of Company vested in Directors |
84 | 23 | ||||||
proceedings |
91-98A | 27-29 | ||||||
qualification of |
81 | 23 | ||||||
removal of |
107 | 31 | ||||||
remuneration of non-executive Directors |
114.2 | 32 | ||||||
remuneration for special services by non-executive Directors |
114.3 | 33 | ||||||
report to be submitted in accordance with the Statutes |
128-129 | 37 | ||||||
Resolutions of |
94 | 28 | ||||||
Retirement of |
103-106 | 31 | ||||||
vacancy may be filled by Directors |
77 | 22 | ||||||
voting by, with regard to interest in contracts |
101.2 | 30 | ||||||
voting by |
101.2-101.5 | 30-31 | ||||||
voting powers conferred by shares of a subsidiary |
102.2 | 31 | ||||||
Discovery |
156 | 46 | ||||||
Dividends, interim, Board may pay |
136 | 40 | ||||||
in currency other than sterling |
134.2 | 38 | ||||||
from profits |
132 | 37 | ||||||
joint holders |
145 | 41 | ||||||
may be paid in specie or satisfied by allotment or ordinary shares if authorised by general meeting |
135.1-135.2 | 38 | ||||||
may cease to be sent |
144 | 41 | ||||||
method of payment |
144 | 41 | ||||||
no dividends shall bear interest against Company |
142 | 41 | ||||||
no larger than Board recommends |
132 | 37 | ||||||
on shares in proportion to amount paid up |
134.1 | 37 | ||||||
paid to registered holder or entitled to be registered as a holder |
140-141 | 40-41 | ||||||
Production of evidence of entitlement |
141 | 41 | ||||||
Reserves |
137 | 40 | ||||||
subject to Statutes |
133 | 37 | ||||||
Unclaimed |
143 | 41 | ||||||
when may be retained |
21,41,139 | 9, 12, 40 | ||||||
Documents, discovery |
156 | 46 | ||||||
power of Company to destroy |
157 | 46 | ||||||
Executive and Managing Directors |
108-112 | 31-32 | ||||||
Forfeiture, Board may accept surrender of shares liable to |
30 | 10 | ||||||
day and place, etc, to be named in notice |
26 | 10 | ||||||
forfeited shares |
28 | 10 |
Page 50
Article | Page | |||||||
forfeiture may be cancelled |
28 | 10 | ||||||
if notice not complied with shares may be forfeited |
27 | 10 | ||||||
member liable to pay call notwithstanding |
29 | 10 | ||||||
notice, form of |
26 | 10 | ||||||
notice requiring payment of money due |
25 | 9 | ||||||
statutory declaration conclusive evidence |
31 | 10 | ||||||
General and class meetings |
50-64 | 14-18 | ||||||
Accidental omission of notice of |
54.1 | 15 | ||||||
adjournment of |
57.1-57.2,59.1 | 17 | ||||||
Annual |
50 | 14 | ||||||
business of annual |
55 | 16 | ||||||
chairman of |
58 | 17 | ||||||
change of time/place of |
54.6 | 16 | ||||||
may be convened by Board or by requisition |
51.1 | 14 | ||||||
notice of |
52-54.7 | 15-16 | ||||||
other than annual |
50 | 14 | ||||||
period of notice |
52 | 15 | ||||||
proceedings at |
55-64 | 16-18 | ||||||
Provisions relating to class meetings |
51.2 | 14 | ||||||
Quorum |
56 | 17 | ||||||
satellite meeting place |
54.2-54.3 | 15 | ||||||
time and place |
53 | 15 | ||||||
venue not being a satellite meeting place |
54.4-54.5 | 15-16 | ||||||
voting at |
60-64 | 18 | ||||||
Indemnity |
155.1-155.2 | 45-46 | ||||||
Instalments of a call, failure to pay |
25 | 9 | ||||||
Interpretation of provisions relating to stock |
45 | 14 | ||||||
Liability of members, limited |
3 | 4 | ||||||
Lien, application of proceeds of sale |
24 | 9 | ||||||
Board may exempt any share from these provisions |
21 | 9 | ||||||
Company has
first lien on shares not fully paid up, and on dividends |
21 | 9 | ||||||
Company may sell shares to enforce lien |
22 | 9 | ||||||
effect of sale |
23 | 9 | ||||||
name of purchaser shall be entered in Register |
23 | 9 | ||||||
Liquidation |
153-154 | 45 | ||||||
Local management |
85 | 23 | ||||||
Managing Director and Executive Directors |
108-112 | 31-32 | ||||||
appointment of |
108 | 31 | ||||||
power such as Board thinks fit |
112 | 32 | ||||||
remuneration to be fixed by Board |
111 | 32 | ||||||
resignation and removal of |
109-110 | 32 | ||||||
Minutes of Board meetings |
99 | 29 | ||||||
Pensions, establishment by Board |
86.1 | 23 | ||||||
Poll, demand of not to prevent dealing with other business |
64 | 18 | ||||||
how to be demanded |
60 | 18 | ||||||
on adjournment or election of chairman |
63 | 18 | ||||||
result of |
62 | 18 | ||||||
to be taken as Chairman directs |
62 | 18 | ||||||
Powers of attorney |
74,87 | 20, 24 |
Page 51
Article | Page | |||||||
Powers of Board |
84-89.1 | 23-24 | ||||||
President |
113.1, 113.2 | 32 | ||||||
Proceedings, at general meetings |
55-64 | 16-18 | ||||||
of Board |
91.1-98 | 27-29 | ||||||
Proxies |
65.1-66, 68-69, | 19, 20-22 | ||||||
72.1-75.6 | ||||||||
Purchase of Companys shares |
9 | 5 | ||||||
Quorum, at Board meetings |
92 | 27 | ||||||
at general meetings |
56 | 17 | ||||||
at meetings of classes of shares |
51.2 | 14 | ||||||
Redeemable shares |
49 | 14 | ||||||
Registers |
125.1-125.2 | 36 | ||||||
Retirement and removal of Directors |
103-107 | 31 | ||||||
Reserves |
137 | 40 | ||||||
Rights of Members, variation of |
4-5 | 4 | ||||||
Seal, affixing of |
124.1-124.2 | 36 | ||||||
Secretary |
121, 123 | 35-36 | ||||||
Deputy |
122 | 36 | ||||||
if a Director is |
123 | 36 | ||||||
Securities Seal, shares warrants, issued under |
41(A) | 12 | ||||||
Share certificates |
12.1-13 | 8 | ||||||
Share premium account |
138 | 40 | ||||||
Share warrant, provisions applying to |
41(A) | 12 | ||||||
Shares, allotment by Board |
7.1-7.4 | 4-5 | ||||||
commissions |
8 | 5 | ||||||
Company may purchase its own |
9 | 5 | ||||||
conversion into stock and vice versa |
42 | 13 | ||||||
different classes of |
4 | 4 | ||||||
new issues of, not a variation of rights attaching to existing shares |
6 | 4 | ||||||
redeemable |
49 | 14 | ||||||
transfer and transmission of |
32-41 | 10-12 | ||||||
trusts not recognised |
10 | 5 | ||||||
Uncertificated |
11.5-11.7 | 7 | ||||||
Stock, conversion into |
42 | 13 | ||||||
manner of transfer |
43 | 13 | ||||||
provisions of these Articles applicable to, |
45 | 14 | ||||||
Stockholders, same privileges as shareholders |
44 | 13 | ||||||
Table A shall not apply |
1 | 1 | ||||||
Transfer and Transmission |
32-41 | 10-12 | ||||||
absolute discretion of Board to refuse to register |
34 | 11 | ||||||
Board may refuse to register in certain other cases |
35 | 11 | ||||||
form of transfer |
32 | 10 | ||||||
instrument of transfer of shares to be executed by or on behalf of |
33 | 11 | ||||||
transferor and (in the case of partly paid shares) transferee |
||||||||
legal personal representatives of deceased, survivors of joint |
38 | 11 | ||||||
holders only persons recognised by Company |
||||||||
notice of refusal to register transfer |
36 | 11 | ||||||
of shares of deceased or bankrupt Member |
39 | 11 | ||||||
transferor holder until transferee on Register |
33 | 11 |
Page 52
Article | Page | |||||||
Transfer Office, definition |
2 | 3 | ||||||
share warrants, deposited at |
41(A) | 12 | ||||||
Transmission of shares |
38-41(A) | 11-13 | ||||||
Trusts not to be recognised |
10 | 5 | ||||||
Untraced shareholders |
158.1-158.3 | 47 | ||||||
Variation of rights |
4-5 | 4 | ||||||
Votes of Members |
65.1-75.6 | 19-22 | ||||||
by a corporation |
67, 75.4, 75.6 | 19, 22 | ||||||
amendments proposed to resolutions |
59.2 | 17 | ||||||
appointment of a proxy |
72.1-75.3 | 20-22 | ||||||
chairmans declaration as to result of votes is final |
70 | 20 | ||||||
evidence of passing resolutions |
61 | 18 | ||||||
members under incapacity |
68 | 19 | ||||||
no member entitled to vote whilst call due, etc. |
69 | 20 | ||||||
no right to vote in case of a Default Notice |
11.2 | 6 | ||||||
objection to qualification |
70 | 20 | ||||||
one vote for each share, at a poll |
65.1 | 19 | ||||||
personally or by proxy |
65.1 | 19 | ||||||
right to vote on show of hands and on a poll |
65.1, 71 | 19, 20 | ||||||
vote by proxy |
65.2, 75.3, 75.6 | 19, 21, 22 | ||||||
where joint holders |
66 | 19 | ||||||
Winding up |
153-154 | 45 |
Page 53
2
3
4
5
6
7
1. | Employee Share Plans: Chairmans Circular | |
The Committee reviewed the extract from the Chairmans circular to shareholders and agreed that shareholder approval should be sought on the basis set out in the circular. The Committee asked for clarification in the wording on the All Employee Share Ownership Plan to make it clear that shareholder approval is being requested for a plan which follows the tenets of the UK governments proposed draft legislation. |
12. | The Pearson Employee Stock Purchase Plan | |
The Chairman proposed as an ordinary resolution: | ||
THAT the Pearson Employee Stock Purchase Plan, the principal terms of which are summarised in paragraph F of the circular to shareholders of the company dated 4 April 2000, be and it is hereby approved, and the directors be and are hereby authorised to do all such acts and things as they may consider necessary or expedient to carry the same into effect. | ||
The resolution was put to the meeting and declared carried as an ordinary resolution. |
111/10 | Amendments to the rules of the US Employee Stock Purchase Plan (ESPP) | |
It was noted that Bob Arthur has recommended that the rules of the ESPP be amended in an effort to ensure continued smooth operation of the Plan. A marked up copy of the amended plan rules is attached as Schedule 1 to these minutes. The main purpose for these amendments is as follows: | ||
1: In cases where employees voluntarily elect to withdraw from the plan (other than in connection with an employees termination of employment for any reason), any money already contributed will go toward the purchase of stock. Under the current rules, this money is refunded to the employee and the Company wants to discourage people from using the plan as a savings vehicle as opposed to a stock purchase plan. | ||
2: The maximum amount an employee can contribute to the plan is to be changed from $1,000 per month to $6,000 per 6 month purchase period. This is being done in order to accommodate a pending change in the regular pay cycle for many employees from semi-monthly to bi-weekly. | ||
3: Additional minor amendments are to be made as follows in order to facilitate more efficient administration and bring the plan in line with current market practice. |
| Specifying that the amounts in a participants stock purchase account do not earn interest. | ||
| Enabling the Committee to adopt amendments which do not materially increase the cost of operating the plan. | ||
| Enabling the Committee to approve participation of additional subsidiary companies in the Plan. |
RULE | PAGE | |||||
1. |
DEFINITIONS | 1 | ||||
2. |
FORM OF AWARDS | 3 | ||||
Invested Shares | 3 | |||||
Matching Award | 4 | |||||
Dividend Shares | 4 | |||||
3. |
INVITATION AND ELECTION TO PARTICIPATE IN THE PLAN | 5 | ||||
4. |
A PARTICIPANTS RIGHTS IN RESPECT OF HIS AWARDS | 5 | ||||
5. |
RELEASE OF INVESTED SHARES | 5 | ||||
6. |
RELEASE AND LAPSE OF MATCHING AWARDS AND DIVIDEND SHARES | 5 | ||||
7. |
PERFORMANCE CONDITION FOR MATCHING AWARDS | 6 | ||||
8 |
CESSATION OF EMPLOYMENT | 7 | ||||
9. |
CHANGE OF CONTROL, SCHEME OF ARRANGEMENT, WINDING UP | 9 | ||||
10 |
ADJUSTMENTS | 10 | ||||
11. |
LIMIT ON UNISSUED SHARES | 10 | ||||
12. |
ADMINISTRATION | 11 | ||||
13. |
GENERAL | 12 |
(a) | the performance condition in Rule 7 is satisfied; | |
(b) | the Participant retains beneficial ownership of all the Invested Shares to which the Matching Award relates throughout the Retention Period; and |
(c) | the Participant remains an employee of any member of the Group until the end of the Retention Period. |
(i) | adjust the end year earnings per share for the change in the Retail Prices Index by dividing by the end year December Retail Prices Index and multiplying by the base year December Retail Prices Index; | ||
(ii) | calculate the compound annual growth rate required over the period to increase the base year earnings per share to the end year earnings per share adjusted for the change in the Retail Prices Index as calculated in accordance with rule 7.1 (i); |
(iii) | compare the compound annual growth rate as calculated in rule 7.1 (ii) with compound annual growth rates set out in the vesting schedule set out in rule 7.2. |
Performance Test | Example I | Example II | ||||||
Base year December Retail Prices Index |
178.5 | 178.5 | ||||||
End year December Retail Prices Index |
194.1 | 194.1 | ||||||
Base year earnings per share |
25.3p | 25.3p | ||||||
End year earnings per share |
28.5p | 34.1p | ||||||
End year earnings per share adjusted for Retail Prices Index |
26.2p | 31.3p | ||||||
Compound annual growth from base year earnings per share to end
year earnings per share adjusted for Retail Prices Index* |
1.2 | % | 7.4 | % |
* | calculated as the Nth root of the end year earnings per share adjusted for Retail Prices Index divided by the base year earnings per share, minus one expressed as a percentage, where N is the number of years in the performance period. In Microsoft Excel, where A is the base year Retail Prices Index, B is the end year Retail Prices Index, X is the base year earnings per share, Y is the end year earnings per share, the formula is: |
Real compound annual | ||
EPS growth | Proportion of maximum matching award released | |
Less than 3% | 0% | |
3% | 50% | |
Between 3% and 5% |
50% + 50% * ((Real compound annual EPS growth 3%)/2%) | |
5% or more | 100% |
(a) | death, injury, disability, ill-health or redundancy (as determined by the Committee); or | |
(b) | his or her employing company or business ceasing to be part of the Group; or |
(c) | any reason other than one stated in this Rule 8.1, which the Committee so decides in its absolute discretion |
(a) | the Participants Invested Shares shall be released to him within one month after the end of the Retention Period; | |
(b) | the related Matching Award and any Dividend Shares shall be released to him within one month after the end of the Retention Period subject to satisfaction of Rule 7.1 and 7.2 provided that the number of Shares subject to the Matching Award which shall be released shall be multiplied by the fraction A/B (where A is that part of the Performance Period from the start of the Performance Period until the Participants cessation of employment (measured in complete months) and B is 36); | |
(c) | if the Committee determines in its absolute discretion that exceptional circumstances apply, the Committee may exercise its discretion to release the Participants Invested Shares, and such number of Matching Shares and any Dividend Shares as the Committee considers appropriate having regard to the fraction in (b) above, prior to the end of the Retention Period; and | |
(d) | if the Participant ceases to be an employee of the Group the Committee may, in its absolute discretion, disapply or alter the fraction in (b) above to release a greater number of Matching Shares and any Dividend Shares if it considers that the Participants contribution to the business of the Group would not otherwise be fully recognised. |
(a) | any person (either alone or together with any person acting in concert with him) obtains Control of the Company as a result of making an offer (whether by way of a general offer or otherwise) to acquire the whole of the issued share capital of the Company or all of the Shares (other than any Shares already owned by him and/or any person acting in concert with him) which was either unconditional or was made on a condition such that if it was satisfied, the person making the offer would have Control of the Company; | |
(b) | subject to Rule 9.3, any person obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under section 425 of the Companies Act 1985 (or, from 6 April 2008, under section 895 of the Companies Act 2006); or | |
(c) | a resolution for the voluntary winding up of the Company is passed |
(a) | a Participant shall, in respect of his Invested Shares, be treated in the same manner as any other Shareholders, save that (unless the Board determines otherwise): |
(i) | in the event of a rights issue in respect of Shares, |
(A) | subject to (B) below, the Participant shall be required to sell sufficient rights nil-paid (at such time during the rights issue as the Board thinks fit) as will enable the Participant to acquire with the proceeds of sale the remainder of his rights entitlement; | ||
(B) | the Participant may elect to take up in a personal capacity the rights that would have been sold (and any resulting Shares shall not be subject to this Plan) subject to the Participant providing sufficient funds to give effect to his obligation under the first part of paragraph (i)(A); |
(ii) | in the event of receipt of cash (other than dividends paid in the normal course) or securities (other than Shares) in respect of Shares (on a demerger or other reorganisation of the Shares of the Company), the Participant shall be required to apply that cash (or the proceeds of sale of such securities), after allowing for tax thereon and expenses of sale, in the purchase of further Shares; and |
(iii) | the Participant shall deposit with the Secretary or trustee of the Trust (as the Board shall require) for the remainder of the Retention Period the certificates in respect of Shares or other securities received in connection with the relevant event; and |
(b) | the number of Shares the subject of a Participants Matching Award shall be adjusted in such manner as the Committee, in its absolute discretion, thinks fit. |
(a) | the aggregate number of Shares that could be issued on the realisation of that Matching Award and any other Matching Award granted at the same time, when added to the number of shares that: |
(i) | could be issued on the realisation of any subsisting awards or options granted during the preceding ten years under the Plan or any other Employees Share Scheme established by the Company; and |
(ii) | have been issued on the realisation of any Awards or options granted during the preceding ten years under the Plan or any other Employees Share Scheme established by the Company, |
would exceed 10 per cent of the ordinary share capital of the Company for the time being in issue. | |||
(b) | the aggregate number of Shares that could be issued on the realisation of that Matching Award and any other Matching Award granted at the same time, when added to the number of Shares that: |
(i) | could be issued on the realisation of any subsisting awards or options granted during the preceding ten years under the Plan or any other Discretionary Share Plan established by the Company; and | ||
(ii) | have been issued on the realisation of any Awards or options granted during the preceding ten years under the Plan or any other Discretionary Share Plan established by the Company, |
(a) | the Committee shall not make any amendment that would materially prejudice the interests of existing Participants except with the prior consent or sanction of Participants who, if they realised their Awards in full, would thereby become entitled to not less than three-quarters of all the Shares which would fall to be allotted or transferred upon realisation in full of all outstanding Awards; and |
(b) | no amendment which in the reasonable opinion of the Committee is to the advantage of Executives or Participants may be made to: |
(i) | the definition of Executive in Rule 1.1; | ||
(ii) | the limitations on the numbers of Shares subject to the Plan; | ||
(iii) | the maximum entitlement of an Executive under the Plan; | ||
(iv) | the basis for determining a Participants entitlement to Shares under the Plan; | ||
(v) | the terms of Shares to be provided under the Plan; |
(vi) | the adjustment provisions of the Plan; |
without the prior approval of the Company in general meeting except (aa) in the case of minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any member of the Group, or (bb) as otherwise permitted under these Rules; and | ||
(c) | without prejudice to any provision of the Plan which provides for the lapse of an Award, the Committee may not cancel an Award unless the Participant agrees in writing to such cancellation. |
a) | reviewed and approved the responses to the issues raised through the consultation with shareholders on the renewal of Pearsons annual bonus share matching plan in 2008; | ||
b) | agreed the proposal to amend the performance target and vesting arrangements from 100% vesting for 3% per annum real earnings per share growth over 3 years to a sliding scale of 50% to 100% vesting for 3% to 5% per annum real earnings per share growth over 3 years; | ||
c) | reviewed and approved the draft circular to shareholders setting out the proposals; | ||
d) | agreed that, subject to shareholder approval, the new plan be rolled-out after the Annual General Meeting on April 25th for bonuses paid in March 2008 in respect of 2007 performance; and | ||
e) | agreed to delegate responsibility to the Standing Committee to ratify and make the matching awards in due course. |
1
15. | Renewal of the Pearson Annual Bonus Share Matching Plan | |
IT WAS RESOLVED as an ordinary resolution | ||
THAT, the Annual Bonus Share Matching Plan (the Plan), the principal terms of which are summarised in the Appendix to the circular to shareholders dated 20 March 2008, be and is hereby approved and adopted, and the directors be and are hereby authorised to do all such acts and things as they may consider necessary or expedient to carry the Plan into effect. |
| the Restricted Stock element. This involves the grant of conditional rights to receive Shares. The vesting of such grants may, but need not, be subject to a corporate performance target. | |
| the Stock Option element. This involves the grant of options to acquire Shares, normally provided that the Participant remains an employee of a member of the Group until the Option Vesting Date and, in the case of executive directors, subject to the satisfaction of a corporate performance target; and |
1
(a) | where the Restricted Stock is subject to a performance condition (unless the Committee specifies otherwise at its Date of Grant), the third anniversary of the Date of Grant of the Restricted Stock (or, if later, the date of publication of |
2
the final set of accounts of the Company which are relevant to the determination of the applicable performance condition); and | ||
(b) | where the Restricted Stock is not subject to a performance condition, the date on which the Restricted Stock is expressed to vest (as specified by the Committee). |
(a) | in relation to a Share on any Dealing Day, the middle market quotation for a Share as derived from the Daily Official List of The London Stock Exchange; and | |
(b) | in relation to an ADS on any Dealing Day, the closing price for an ADS on the New York Stock Exchange. |
3
4
5
(a) | the aggregate number of Shares that could be issued on vesting or exercise of that Award and any other Awards granted at the same time, when added to the number of shares that: |
(i) | could be issued on the vesting or exercise of any subsisting Awards granted during the preceding ten years under the Plan or any other Employees Share Scheme established by the Company; and | ||
(ii) | have been issued on the vesting or exercise of any Awards granted during the preceding ten years under the Plan or any other Employees Share Scheme established by the Company, |
would exceed 10 per cent of the ordinary share capital of the Company for the time being in issue. | ||
(b) | the aggregate number of Shares that could be issued on vesting or exercise of that Award and any other Awards granted at the same time, when added to the number of Shares that: |
(i) | could be issued on the vesting or exercise of any subsisting Awards granted during the preceding ten years under the Plan or any other Discretionary Share Plan established by the Company; and | ||
(ii) | have been issued on the vesting or exercise of any Awards granted during the preceding ten years under the Plan or any other Discretionary Share Plan established by the Company, |
would exceed 5 per cent of the ordinary share capital of the Company for the time being in issue. |
6
(a) | be determined by the Committee prior to the grant of the Stock Options; | |
(b) | be subject to a minimum of a three year Performance Period commencing with the Date of Grant or such other date as shall be specified by the Committee at the time of grant; |
(a) | as to the First Option Tranche, on the first anniversary of the Date of Grant; | |
(b) | as to the Second Option Tranche, on the second anniversary of the Date of Grant; | |
(c) | as to the Third Option Tranche, on the third anniversary of the Date of Grant; and | |
(d) | as to the Final Option Tranche, on the fourth anniversary of the Date of Grant provided that the Final Option Tranche shall lapse in the event that the First, Second or Third Option Tranches have been exercised under this rule prior to the fourth anniversary of the Date of Grant. |
7
(a) | the earliest date on which an Option Tranche shall become exercisable shall be the first anniversary of the Date of Grant; | |
(b) | the Stock Option shall not become exercisable in full before the third anniversary of the Date of Grant; and | |
(c) | such part of the Stock Option as the Committee shall specify shall lapse if any Option Tranche is exercised before the third anniversary of the Date of Grant (or such later anniversary as the Committee shall specify). Such part of the Stock Option which lapses shall be treated as the Final Option Tranche for the purposes of these rules. |
(a) | the expiry of the Option Period; | |
(b) | the Participant ceasing to be an employee of a member of the Group (save as provided in rule 8); | |
(c) | any of the dates specified in rule 10; and | |
(d) | the Participant being declared bankrupt or entering into any general composition with or for the benefit of his or her creditors. |
8
9
(a) | injury, disability, ill-health or redundancy (as determined by the Committee); | |
(b) | his or her employing company or business ceasing to be part of the Group; or | |
(c) | any other reason if the Committee so decides in its absolute discretion |
(i) | subject to the provisions of rule 8.3 below, any Restricted Stock which is subject to a performance condition and which has not already vested or lapsed in accordance with these rules shall remain in force subject to the performance condition as if the Participant had not ceased employment. The Restricted Stock shall vest on the Restricted Stock Vesting Date (if and to the extent that the relevant performance conditions are met); | |
(ii) | subject to the provisions of rule 8.3 below, any Restricted Stock which is not subject to a performance condition, and which has not already vested or lapsed in accordance with these rules, shall vest on cessation of employment; | |
(iii) | any Stock Option which is subject to a performance condition (at the date the Participant ceases employment) shall continue subject to the performance condition as if the Participant had not ceased employment. The Stock Option shall become exercisable (if and to the extent that the relevant performance conditions are met) for a period of six months from the original Option Vesting Date at the end of which period the Stock Option will lapse; and | |
(iv) | any Stock Option which is not subject to a performance condition (whether or not it is already exercisable at the date the Participant ceases employment) may be exercised at any time within the period of six months following cessation of employment and will then lapse. |
10
11
(i) | any Stock Option which is subject to a performance condition (whether or not it is already exercisable at the date on which the offer becomes unconditional in all respects) may be exercised, to the extent that the performance condition has been met as at the date on which the offer becomes unconditional in all respects, at any time within the period in rule 10.2 (and will then lapse); | |
(ii) | any Stock Option which is not subject to a performance condition (whether or not it is already exercisable at the date on which the offer becomes unconditional in all respects) may be exercised at any time within the period in rule 10.2 (and will then lapse); and | |
(iii) | subject to the provisions of rule 10.6, any Restricted Stock shall vest on the date on which the offer becomes unconditional in all respects. The Shares shall be released to the Participant as soon as practicable after this date. |
(a) | two months from the date on which the offer becomes unconditional in all respects; and | |
(b) | one month after the date on which any person becomes bound or entitled to acquire Shares under sections 428 to 430F of the Companies Act 1985. |
12
(i) | any Stock Option (whether or not it is already exercisable at the Relevant Date) may be exercised conditionally on either the scheme of arrangement being approved by the shareholders meeting or sanctioned by the court (as determined by the Committee in its absolute discretion) (the Relevant Condition), between the date of the courts direction and twelve noon on the day immediately preceding the date for which the shareholders meeting (the Relevant Date) is convened; and any Stock Option not exercised by twelve noon on the Relevant Date shall cease to be exercisable between that time and the first date on which it can be determined whether or not the relevant condition is satisfied. If the Relevant Condition is not satisfied, the Stock Options shall continue. If the Relevant Condition is satisfied Stock Options shall, unless validly exchanged under rule 10.7, lapse automatically on the date on which the scheme of arrangement is sanctioned by the court. | |
Any Stock Option which is subject to a performance condition may only be exercised under this rule 10.3(i) to the extent that the performance condition has been met as at the Relevant Event. | ||
Where new Shares would be issued on exercise of a Stock Option, the Committee shall endeavour to procure that, provided a Participant has conditionally exercised his or her Stock Option as described above prior to twelve noon on the Relevant Date, the scheme of arrangement shall be extended to such Participant as if each Share in respect of which the Stock Option was conditionally exercised had been allotted and issued to him or her by that time. | ||
(ii) | subject to the provisions of rule 10.6, any Restricted Stock Award shall vest on the date on which the scheme of arrangement is sanctioned by the Court and the Shares shall be released to the Participant as soon as practicable thereafter. If the Scheme of Arrangement is not sanctioned by the Court, the Restricted Stock Awards shall not vest but shall continue in force. |
13
(i) | any Stock Option which is subject to a performance condition may be exercised, to the extent that the performance condition has been met as at the date of the resolution, at any time during the period of two months from the date of the resolution, failing which exercise the Stock Option shall lapse automatically; | |
(ii) | any Stock Option which is not subject to a performance condition may be exercised at any time during the period of two months from the date of the resolution, failing which exercise the Stock Option shall lapse automatically; and | |
(iii) | subject to the provisions of rule 10.6, any Restricted Stock Award shall vest and the Shares shall be released to the Participant as soon as practicable thereafter. |
(a) | where any Restricted Stock Award that is subject to a performance condition becomes realisable before the end of the performance period under rules 10.1 to 10.5 the number of Shares which shall vest under the Restricted Stock Award shall be determined by the Committee by reference to the extent that the performance conditions are met as at the date of the relevant event. This number of Shares shall then be multiplied by the fraction A/B where A is the number of complete months from the Date of Grant to the date of the relevant event and B is the number of complete months from the Date of Grant to the relevant Restricted Stock Vesting Date SAVE THAT the Committee may, in its absolute discretion, modify the number of Shares which shall vest under the Restricted Stock Award if it considers that the performance condition would have been met to a greater or lesser extent at the end of the full performance period. The Committee may also at its absolute discretion in appropriate circumstances (but not so as to result in an unjustifiably large vesting level) disapply or alter the fraction stated above to release a greater number of Shares if it considers that the contribution of the Participant to the creation of shareholder value during the Performance Period would not otherwise be properly recognised; and |
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(b) | where any Restricted Stock Award that is not subject to a performance condition become realisable under rules 10.1 to 10.5, the number of Shares which shall vest shall be the number of Shares under the relevant Restricted Stock Award multiplied by the fraction A/B where A is the number of complete months from the Date of Grant to date of the relevant event, and B is the number of complete months from the Date of Grant to the Restricted Stock Vesting Date SAVE THAT the Committee may in its absolute discretion determine that the Participants entitlement should not be scaled down or should be scaled down in part only (the extent of scaling down being determined by the Committee in its absolute discretion). |
11. | In the event of: | |
(i) | any variation in the share capital or reserves of the Company (including, without limitation, by way of capitalisation or rights issue or any consolidation, sub-division or reduction); or | |
(ii) | the implementation by the Company of a demerger or the payment by the Company of a super-dividend which would otherwise materially affect the value of an Award, |
(a) | in relation to Stock Options, the Option Exercise Price and the number of Shares comprised in a Stock Option and any performance conditions to which the Stock Option is subject shall be adjusted in such manner as the Committee shall determine in its absolute discretion; | |
(b) | in relation to Restricted Stock, the number of Shares subject to the Restricted Stock and any performance conditions to which the Restricted Stock is subject shall be adjusted in such manner as the Committee shall determine in its absolute discretion. |
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(aa) | in relation to both Stock Options and Restricted Stock, no adjustment shall be made pursuant to this rule unless and until the auditors for the time being of the Company (acting as experts not arbitrators) shall confirm in writing to the Committee that such adjustment is in their opinion fair and reasonable; and | |
(bb) | in the case of Stock Options, no adjustment shall be made pursuant to this rule which would increase the aggregate amount payable on exercise of the Stock Options. |
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(i) | events happen following the Date of Grant with the result that the circumstances which prevailed at the Date of Grant which were relevant to the conditions that were originally imposed regarding the exercise or vesting of the Award have subsequently changed; and | ||
(ii) | the Committee is satisfied that any such amended conditions would be a fairer measure of the performance of the Company and the Committee reasonably considers that such amended conditions are: |
(A) | equally demanding; and | ||
(B) | no more difficult to satisfy than the original conditions. |
(b) | the Committee shall not make any amendment that would materially prejudice the interests of existing Participants except with the prior consent or sanction of Participants who, if they exercised their Awards in full, would thereby become entitled to not less than three-quarters of all the Shares which would fall to be allotted or transferred upon exercise in full of all outstanding Awards; and |
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(c) | no amendment to the advantage of Executives or Participants may be made to: |
(i) | the definition of Executive in rule 1.1; | ||
(ii) | the limit on the number of Shares available for issue under the Plan; | ||
(iii) | the basis for determining the number of Shares comprised in either Stock Options or Restricted Stock; | ||
(iv) | the terms of Shares to be provided under the Plan; and | ||
(v) | the adjustment provisions of rule 11 of the Plan |
without the prior approval of the Company in general meeting except in the case of minor amendments to benefit the administration of the Plan, to take account of a change in legislation or developments in the law affecting the Plan or to obtain or maintain favourable tax, exchange control or regulatory treatment for Executives and Participants or any member of the Group; and | ||
(d) | without prejudice to any provision of the Plan which provides for the lapse of an Award, the Committee may not cancel an Award unless the Participant agrees in writing to such cancellation. |
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10.7A If any company (the acquiring company): |
(a) | obtains Control of the Company as a result of making: |
(i) | a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the acquiring company will have Control of the Company; or | ||
(ii) | a general offer to acquire all the Shares; or |
(b) | obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under section 425 of the Companies Act 1985; or | ||
(c) | becomes bound or entitled to acquire shares in the Company under sections 428 to 430F of that Act, |
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each Participant may at any time within the appropriate period (which expression shall be construed in accordance with paragraph 26(3) of Schedule 4 to ITEPA), by agreement with the acquiring company, release any Stock Option which has not lapsed (the old option) in consideration of the grant to him of an option (the new option) which (in accordance with rule 10.7B below) is equivalent to the old option but relates to shares in a different company (whether the acquiring company itself or another company falling within paragraph 16(b) or (c) of Schedule 4) (the new grantor). | ||
10.7B The new option shall not be regarded for the purposes of rule 10.7A as equivalent to the old option unless the conditions set out in paragraphs 16 to 20 of Schedule 4 to ITEPA are satisfied and, in relation to the new option, the provisions of the Scheme shall be construed as if: |
(a) | the new option were an option granted under the Scheme at the same time as the old option; | ||
(b) | references to the Company in rules 8 to 14 and 16 and in the definition of Group were references to the new grantor; | ||
(c) | references to the Committee in rules 8 to 14 and 16 were references to the remuneration committee of the new grantor; | ||
(d) | references to Shares were references to shares in the new grantor; and | ||
(e) | any performance condition imposed under rule 5.2 has been satisfied. |
(M) | Rule 11(ii) shall not apply to a Stock Option granted under this Appendix. In construing rule 11(i) for the purposes of this Appendix the words or reserves shall be deleted therefrom, and no adjustment pursuant to rule 11(i) in relation to a Stock Option granted under this Appendix shall take effect without the prior approval of the Inland Revenue. | |
(N) | In addition to its powers under rule 15.1(c), the Committee may make such amendments to this Appendix as are necessary or desirable to obtain or maintain Inland Revenue approval of this Appendix. | |
(O) | At a time when this Appendix is approved by the Inland Revenue, and if such approved status is to be maintained, no amendment to the rules of the Plan or this Appendix which amounts to an amendment to a key feature of the Plan or this Appendix for the purposes of Schedule 4 to ITEPA may take effect as regards this Appendix without the prior approval of the Inland Revenue (and if such approved status is not to be maintained, the Company shall notify the Inland Revenue of the relevant amendment). |
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(A) | All the provisions of the Plan shall apply to the grant of Stock Options subject to the modifications contained in the following paragraphs. | |
(B) | A Stock Option granted under this Appendix to an Executive shall be either an Incentive Stock Option or a Non-Qualified Stock Option, as determined by the Committee; provided that the number of Shares issued or transferred pursuant to the exercise of Incentive Stock Options shall not, in the aggregate, exceed 40 million Shares. The number of Shares available for issuance pursuant to the preceding sentence shall be subject to appropriate adjustment upon the occurrence of any event described in rule 11. | |
For the purposes of this Appendix: |
(i) | Incentive Stock Option means a Stock Option which, at the Date of Grant, qualifies as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code), and is designated by the Committee as such; and | ||
(ii) | Non-Qualified Stock Option means a Stock Option which is not an Incentive Stock Option. |
(C) | In the case of any Incentive Stock Option granted to any person who owns more than 10% of the Shares for purposes of Section 422(b)(6) of the Code, the definition of Option Exercise Price in Rule 1.1 shall be modified by inserting 110% of immediately prior to the words Share Price on the Date of Grant, and the definition of Option Period shall be modified by replacing tenth with fifth. |
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(D) | In relation to the grant of Incentive Stock Options a new rule 4.2A shall apply as follows: | |
4.2A The United States dollar equivalent of the aggregate fair market value (determined as of the date the Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year (under the Plan or any other Executive Plan) may not exceed $100,000; provided, that if the grant of any Incentive Stock Option shall exceed such limit, the excess shall be treated as a Non-Qualified Stock Option. In determining whether, and to what extent, the grant of an Incentive Stock Option exceeds such limit, Incentive Stock Options shall be taken into account in the order in which they are granted. The Committee shall determine the United States dollar equivalent of the aggregate fair market value of the Shares on such good faith basis as they consider appropriate. | ||
(E) | Rule 8.2 shall be modified by deleting subrule (b) therefrom (in the case of both Stock Options and Restricted Stock), and, in the case of any Incentive Stock Option, replacing six months with three months in subrule (iv) (except where cessation of employment is by reason of disability within the meaning of Section 22(e)(3) of the Code). A Stock Option which loses its status as an Incentive Stock Option at the end of the three month period referred to in the preceding sentence shall nevertheless continue to be exercisable as a Non-Qualified Stock Option for any longer period specified in these rules. | |
(F) | If Shares acquired by exercise of an Incentive Stock Option are sold or otherwise disposed of within two years after the date of grant of the Incentive Stock Option or within one year after the transfer of such Shares to the Participant, the holder of the Shares immediately prior to the disposition shall promptly notify the Company in writing of the date and terms of the disposition and shall provide such other information regarding the disposition as the Company may reasonably require in order to secure any deduction then available against the Companys or any other corporations taxable income. | |
(G) | For the purposes of this Appendix, any provisions of the Plan which are superseded by or otherwise inconsistent with the provisions of this Appendix as applied to an Executive who is employed or remunerated in the United States shall have no effect. |
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1. | The definition of Subsidiary shall be replaced with: | |
Subsidiary means a company which is under the Control of the Company and a subsidiary of the Company within the meaning of Section 736 of the Companies Act 1985 and being a company in which the Company holds, directly or indirectly, at least 10% of the share capital. | ||
2. | The following proviso shall be added to the definition of Option Vesting Date: | |
Provided that the Option Vesting Date shall not be earlier than the fourth anniversary of the Date of Grant of a Stock Option Award. | ||
3. | Rules 5.3 and 5.4 shall not apply. | |
4. | The following proviso shall be added to the definition of Option Exercise Price:: |
(a) | in relation to Stock Options to subscribe for new Shares that are granted to Participants resident in France, the Option Exercise Price, at the date the Stock Option is granted, shall not be less than 80% of the average middle market quotation for a Share on the London Stock Exchange (as derived from the Daily Official List) for the 20 days in which dealings in Shares took place preceding the day on which the Stock Option is granted; and | |
(b) | in relation to Stock Options to acquire existing Shares that are granted to Participants resident in France, the Option Exercise Price, at the date the Stock Option is granted, shall not be less than the lower of (i) 80% of the average middle market quotation for a Share on the London Stock Exchange (as derived from the Daily Official List) for the 20 days in which dealings in Shares took place preceding the day on which the Stock Option is granted, and (ii) 80% of the average middle acquisition price of Shares acquired by the Company for the purpose of granting Stock Options and held by the Company for the same purpose as the date the Stock Option is granted. | |
5. | In applying rule 8.2 to any Stock Option which is not already exercisable at the date of cessation of employment, sub-paragraphs (b), (c) and (d) shall be disapplied; and the right of exercise in sub-paragraph (a) shall be restricted to circumstances of disability (and such of the events specified in rule 8.2A below as qualify under French law for favourable tax treatment for Stock Options prior to the fourth anniversary of grant). |
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6. | A new rule 8.2A shall be inserted as follows: |
(a) | injury, ill-health or redundancy (as determined by the Committee); | |
(b) | retirement at or after the date on which he or she is bound to retire under his or her contract of employment; | |
(c) | his or her employing company or business ceasing to be part of the Group; or | |
(d) | any other reason if the Committee so decides in its absolute discretion |
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(a) | injury, disability, ill health or redundancy; | |
(b) | retirement at or after the date on which he or she is bound to retire under his or her contract of employment; | |
(c) | his or her employing company or business ceasing to be part of the Group; or | |
(d) | any other reason if the Committee so decides in its absolute discretion | |
then the following provisions shall apply: |
(i) | if the cessation of employment occurs prior to the second anniversary of the Date of Grant, the Award shall continue in force but shall vest on the second anniversary of the Date of Grant. The Retention Period shall commence on the second anniversary of the date of grant and continue for a period of two years from that date; | ||
(ii) | if the cessation of employment occurs on or after the second anniversary of the Date of Grant but before the Vesting Date, the Award shall vest immediately and the Retention Period shall commence on the date of cessation of employment and continue for a period of two years from that date; and | ||
(iii) | if the cessation of employment occurs during the Retention Period, the Shares shall remain subject to the Retention Period as though employment had not ceased. |
(a) | before the Vesting Date, the Shares comprised in the Award shall immediately vest and be released to the Participant (or the Participants personal representatives in the event of his death). The Shares shall not be subject to any Retention Period; and | |
(b) | during the Retention Period, the Retention Period shall end with immediate effect. |
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(i) | any variation in the share capital or reserves of the Company (including, without limitation, by way of capitalisation or rights issue or any consolidation, sub-division or reduction); or | ||
(ii) | the implementation by the Company of a demerger or the payment by the Company of a super-dividend which would otherwise materially affect the value of an Award, |
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In response to the issues raised as part of the consultation with shareholders on the renewal of the companys long-term incentive arrangements in 2006, the Personnel Committee agreed to: |
a) | reduce the proportion of the award that vests at median relative total shareholder performance from 40% to 30%; | ||
b) | drop the sales and earnings per share growth matrix; | ||
c) | use earnings per share growth only, with threshold and maximum annual growth rates at 5% and 12% per annum absolute; | ||
d) | set a threshold for ROIC for 2008 at least equivalent to Pearsons weighted average cost of capital (WACC) with the stretch being above WACC; | ||
e) | use the circular to shareholders to clarify our policy on levels of individual awards by explaining how we compare remuneration and establish expected values of long-term incentives, to confirm 2006 awards at 2004 and 2005 levels and to give a commitment not to go above 2006 levels unless justified by market practice and competitiveness; | ||
f) | adopt institutional investors best practice guidelines on dilution and use of new-issue equity i.e. an inner 5% of share capital in 10 years limit for executive plans within an overall limit of 10% in 10 years for all plans; | ||
g) | introduce the roll-up of dividends on restricted share awards. |
The Committee reviewed and approved the draft circular to shareholders setting out the proposals, subject to such minor amendments as might be necessary or appropriate. |
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The Chairman proposed as an ordinary resolution: | ||
THAT, the Pearson Long-Term Incentive Plan, the principal terms of which are summarised in the Appendix to the circular to shareholders dated 21 March 2006, be and is hereby approved and adopted, and the directors be and are hereby authorised to do all such acts and things as they may consider necessary or expedient to carry the Plan into effect. | ||
The resolution was put to the meeting and declared carried as an ordinary resolution. |
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(a) | the performance condition in Rule 7 is satisfied; | ||
(b) | the Participant retains beneficial ownership of all the Invested Shares to which the Matching Award relates throughout the Retention Period; and |
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(i) | adjust the end year earnings per share for the change in the Retail Prices Index by dividing by the end year December Retail Prices Index and multiplying by the base year December Retail Prices Index; | ||
(ii) | calculate the compound annual growth rate required over the period to increase the base year earnings per share to the end year earnings per share adjusted for the change in the Retail Prices Index as calculated in accordance with rule 7.1 (i); |
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(iii) | compare the compound annual growth rate as calculated in rule 7.1 (ii) with compound annual growth rates set out in the vesting schedule set out in rule 7.2. |
Performance Test | Example I | Example II | ||||||
Base year December Retail Prices Index |
178.5 | 178.5 | ||||||
End year December Retail Prices Index |
194.1 | 194.1 | ||||||
Base year earnings per share |
25.3 | p | 25.3 | p | ||||
End year earnings per share |
28.5 | p | 34.1 | p | ||||
End year earnings per share adjusted for Retail Prices Index |
26.2 | p | 31.3 | p | ||||
Compound annual growth from base year earnings per share to
end year earnings per share adjusted for Retail Prices
Index* |
1.2 | % | 7.4 | % |
* | calculated as the Nth root of the end year earnings per share adjusted for Retail Prices Index divided by the base year earnings per share, minus one expressed as a percentage, where N is the number of years in the performance period. In Microsoft Excel, where A is the base year Retail Prices Index, B is the end year Retail Prices Index, X is the base year earnings per share, Y is the end year earnings per share, the formula is : |
Real compound | ||||
annual EPS growth | Proportion of maximum matching award released | |||
Less than 3%
|
0 | % | ||
3%
|
50 | % | ||
Between 3% and 5%
|
50% + 50% * ((Real compound annual EPS growth 3%)/2%) | |||
5% or more
|
100 | % |
(a) | death, injury, disability, ill-health or redundancy (as determined by the Committee); or | ||
(b) | his or her employing company or business ceasing to be part of the Group; or |
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(c) | any reason other than one stated in this Rule 8.1, which the Committee so decides in its absolute discretion |
8.2 | Where Rule 8.1 applies: | ||
(a) | the Participants Invested Shares shall be released to him within one month after the end of the Retention Period; | ||
(b) | the related Matching Award and any Dividend Shares shall be released to him within one month after the end of the Retention Period subject to satisfaction of Rule 7.1 and 7.2 provided that the number of Shares subject to the Matching Award which shall be released shall be multiplied by the fraction A/B (where A is that part of the Performance Period from the start of the Performance Period until the Participants cessation of employment (measured in complete months) and B is 36); | ||
(c) | if the Committee determines in its absolute discretion that exceptional circumstances apply, the Committee may exercise its discretion to release the Participants Invested Shares, and such number of Matching Shares and any Dividend Shares as the Committee considers appropriate having regard to the fraction in (b) above, prior to the end of the Retention Period; and | ||
(d) | if the Participant ceases to be an employee of the Group the Committee may, in its absolute discretion, disapply or alter the fraction in (b) above to release a greater number of Matching Shares and any Dividend Shares if it considers that the Participants contribution to the business of the Group would not otherwise be fully recognised. |
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9. | Change of Control, Scheme of Arrangement, Winding up | ||
9.1 | If at any time: | ||
(a) | any person (either alone or together with any person acting in concert with him) obtains Control of the Company as a result of making an offer (whether by way of a general offer or otherwise) to acquire the whole of the issued share capital of the Company or all of the Shares (other than any Shares already owned by him and/or any person acting in concert with him) which was either unconditional or was made on a condition such that if it was satisfied, the person making the offer would have Control of the Company; | ||
(b) | subject to Rule 9.3, any person obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under section 425 of the Companies Act 1985 (or, from 6 April 2008, under section 895 of the Companies Act 2006); or | ||
(c) | a resolution for the voluntary winding up of the Company is passed |
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(a) | a Participant shall, in respect of his Invested Shares, be treated in the same manner as any other Shareholders, save that (unless the Board determines otherwise): |
(i) | in the event of a rights issue in respect of Shares, |
(A) | subject to (B) below, the Participant shall be required to sell sufficient rights nil-paid (at such time during the rights issue as the Board thinks fit) as will enable the Participant to acquire with the proceeds of sale the remainder of his rights entitlement; | ||
(B) | the Participant may elect to take up in a personal capacity the rights that would have been sold (and any resulting Shares shall not be subject to this Plan) subject to the Participant providing sufficient funds to give effect to his obligation under the first part of paragraph (i)(A); |
(ii) | in the event of receipt of cash (other than dividends paid in the normal course) or securities (other than Shares) in respect of Shares (on a demerger or other reorganisation of the Shares of the Company), the Participant shall be required to apply that cash (or the proceeds of sale of such securities), after allowing for tax thereon and expenses of sale, in the purchase of further Shares; and | ||
(iii) | the Participant shall deposit with the Secretary or trustee of the Trust (as the Board shall require) for the remainder of the Retention Period the certificates in respect of Shares or other securities received in connection with the relevant event; and |
(b) | the number of Shares the subject of a Participants Matching Award shall be adjusted in such manner as the Committee, in its absolute discretion, thinks fit. |
(a) | the aggregate number of Shares that could be issued on the realisation of that Matching Award and any other Matching Award granted at the same time, when added to the number of shares that: |
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(i) | could be issued on the realisation of any subsisting awards or options granted during the preceding ten years under the Plan or any other Employees Share Scheme established by the Company; and | ||
(ii) | have been issued on the realisation of any Awards or options granted during the preceding ten years under the Plan or any other Employees Share Scheme established by the Company, |
would exceed 10 per cent of the ordinary share capital of the Company for the time being in issue. |
(b) | the aggregate number of Shares that could be issued on the realisation of that Matching Award and any other Matching Award granted at the same time, when added to the number of Shares that: |
(i) | could be issued on the realisation of any subsisting awards or options granted during the preceding ten years under the Plan or any other Discretionary Share Plan established by the Company; and | ||
(ii) | have been issued on the realisation of any Awards or options granted during the preceding ten years under the Plan or any other Discretionary Share Plan established by the Company, |
would exceed 5 per cent of the ordinary share capital of the Company for the time being in issue. |
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(a) | the Committee shall not make any amendment that would materially prejudice the interests of existing Participants except with the prior consent or sanction of Participants who, if they realised their Awards in full, would thereby become entitled to not less than three-quarters of all the Shares which would fall to be allotted or transferred upon realisation in full of all outstanding Awards; and | ||
(b) | no amendment which in the reasonable opinion of the Committee is to the advantage of Executives or Participants may be made to: |
(i) | the definition of Executive in Rule 1.1; | ||
(ii) | the limitations on the numbers of Shares subject to the Plan; | ||
(iii) | the maximum entitlement of an Executive under the Plan; | ||
(iv) | the basis for determining a Participants entitlement to Shares under the Plan; | ||
(v) | the terms of Shares to be provided under the Plan; |
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(vi) | the adjustment provisions of the Plan; |
without the prior approval of the Company in general meeting except (aa) in the case of minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any member of the Group, or (bb) as otherwise permitted under these Rules; and |
(c) | without prejudice to any provision of the Plan which provides for the lapse of an Award, the Committee may not cancel an Award unless the Participant agrees in writing to such cancellation. |
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RULE | PAGE | |||||
1.
|
DEFINITIONS | 1 | ||||
2.
|
FORM OF AWARDS | 3 | ||||
Invested Shares | 3 | |||||
Matching Award | 4 | |||||
Dividend Shares | 4 | |||||
3.
|
INVITATION AND ELECTION TO PARTICIPATE IN THE PLAN | 5 | ||||
4.
|
A PARTICIPANTS RIGHTS IN RESPECT OF HIS AWARDS | 5 | ||||
5.
|
RELEASE OF INVESTED SHARES | 5 | ||||
6.
|
RELEASE AND LAPSE OF MATCHING AWARDS AND DIVIDEND SHARES | 5 | ||||
7.
|
PERFORMANCE CONDITION FOR MATCHING AWARDS | 6 | ||||
8
|
CESSATION OF EMPLOYMENT | 7 | ||||
9.
|
CHANGE OF CONTROL, SCHEME OF ARRANGEMENT, WINDING UP | 9 | ||||
10
|
ADJUSTMENTS | 10 | ||||
11.
|
LIMIT ON UNISSUED SHARES | 10 | ||||
12.
|
ADMINISTRATION | 11 | ||||
13.
|
GENERAL | 12 |
| the Restricted Stock element. This involves the grant of conditional rights to receive Shares. The vesting of such grants may, but need not, be subject to a corporate performance target. | |
| the Stock Option element. This involves the grant of options to acquire Shares, normally provided that the Participant remains an employee of a member of the Group until the Option Vesting Date and, in the case of executive directors, subject to the satisfaction of a corporate performance target; and |
1
(a) | where the Restricted Stock is subject to a performance condition (unless the Committee specifies otherwise at its Date of Grant), the third anniversary of the Date of Grant of the Restricted Stock (or, if later, the date of publication of |
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the final set of accounts of the Company which are relevant to the determination of the applicable performance condition); and |
(b) | where the Restricted Stock is not subject to a performance condition, the date on which the Restricted Stock is expressed to vest (as specified by the Committee). |
(a) | in relation to a Share on any Dealing Day, the middle market quotation for a Share as derived from the Daily Official List of The London Stock Exchange; and | |
(b) | in relation to an ADS on any Dealing Day, the closing price for an ADS on the New York Stock Exchange. |
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4
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(a) | the aggregate number of Shares that could be issued on vesting or exercise of that Award and any other Awards granted at the same time, when added to the number of shares that: |
(i) | could be issued on the vesting or exercise of any subsisting Awards granted during the preceding ten years under the Plan or any other Employees Share Scheme established by the Company; and |
(ii) | have been issued on the vesting or exercise of any Awards granted during the preceding ten years under the Plan or any other Employees Share Scheme established by the Company, |
would exceed 10 per cent of the ordinary share capital of the Company for the time being in issue. |
(b) | the aggregate number of Shares that could be issued on vesting or exercise of that Award and any other Awards granted at the same time, when added to the number of Shares that: |
(i) | could be issued on the vesting or exercise of any subsisting Awards granted during the preceding ten years under the Plan or any other Discretionary Share Plan established by the Company; and |
(ii) | have been issued on the vesting or exercise of any Awards granted during the preceding ten years under the Plan or any other Discretionary Share Plan established by the Company, |
would exceed 5 per cent of the ordinary share capital of the Company for the time being in issue. |
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(a) | be determined by the Committee prior to the grant of the Stock Options; | |
(b) | be subject to a minimum of a three year Performance Period commencing with the Date of Grant or such other date as shall be specified by the Committee at the time of grant; |
(a) | as to the First Option Tranche, on the first anniversary of the Date of Grant; |
(b) | as to the Second Option Tranche, on the second anniversary of the Date of Grant; | |
(c) | as to the Third Option Tranche, on the third anniversary of the Date of Grant; and | |
(d) | as to the Final Option Tranche, on the fourth anniversary of the Date of Grant provided that the Final Option Tranche shall lapse in the event that the First, Second or Third Option Tranches have been exercised under this rule prior to the fourth anniversary of the Date of Grant. |
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(a) | the earliest date on which an Option Tranche shall become exercisable shall be the first anniversary of the Date of Grant; | |
(b) | the Stock Option shall not become exercisable in full before the third anniversary of the Date of Grant; and | |
(c) | such part of the Stock Option as the Committee shall specify shall lapse if any Option Tranche is exercised before the third anniversary of the Date of Grant (or such later anniversary as the Committee shall specify). Such part of the Stock Option which lapses shall be treated as the Final Option Tranche for the purposes of these rules. |
(a) | the expiry of the Option Period; | |
(b) | the Participant ceasing to be an employee of a member of the Group (save as provided in rule 8); | |
(c) | any of the dates specified in rule 10; and | |
(d) | the Participant being declared bankrupt or entering into any general composition with or for the benefit of his or her creditors. |
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(a) | injury, disability, ill-health or redundancy (as determined by the Committee); |
(b) | his or her employing company or business ceasing to be part of the Group; or |
(c) | any other reason if the Committee so decides in its absolute discretion |
(i) | subject to the provisions of rule 8.3 below, any Restricted Stock which is subject to a performance condition and which has not already vested or lapsed in accordance with these rules shall remain in force subject to the performance condition as if the Participant had not ceased employment. The Restricted Stock shall vest on the Restricted Stock Vesting Date (if and to the extent that the relevant performance conditions are met); |
(ii) | subject to the provisions of rule 8.3 below, any Restricted Stock which is not subject to a performance condition, and which has not already vested or lapsed in accordance with these rules, shall vest on cessation of employment; |
(iii) | any Stock Option which is subject to a performance condition (at the date the Participant ceases employment) shall continue subject to the performance condition as if the Participant had not ceased employment. The Stock Option shall become exercisable (if and to the extent that the relevant performance conditions are met) for a period of six months from the original Option Vesting Date at the end of which period the Stock Option will lapse; and |
(iv) | any Stock Option which is not subject to a performance condition (whether or not it is already exercisable at the date the Participant ceases employment) may be exercised at any time within the period of six months following cessation of employment and will then lapse. |
10
11
(i) | any Stock Option which is subject to a performance condition (whether or not it is already exercisable at the date on which the offer becomes unconditional in all respects) may be exercised, to the extent that the performance condition has been met as at the date on which the offer becomes unconditional in all respects, at any time within the period in rule 10.2 (and will then lapse); |
(ii) | any Stock Option which is not subject to a performance condition (whether or not it is already exercisable at the date on which the offer becomes unconditional in all respects) may be exercised at any time within the period in rule 10.2 (and will then lapse); and |
(iii) | subject to the provisions of rule 10.6, any Restricted Stock shall vest on the date on which the offer becomes unconditional in all respects. The Shares shall be released to the Participant as soon as practicable after this date. |
(a) | two months from the date on which the offer becomes unconditional in all respects; and |
(b) | one month after the date on which any person becomes bound or entitled to acquire Shares under sections 428 to 430F of the Companies Act 1985. |
12
(i) | any Stock Option (whether or not it is already exercisable at the Relevant Date) may be exercised conditionally on either the scheme of arrangement being approved by the shareholders meeting or sanctioned by the court (as determined by the Committee in its absolute discretion) (the Relevant Condition), between the date of the courts direction and twelve noon on the day immediately preceding the date for which the shareholders meeting (the Relevant Date) is convened; and any Stock Option not exercised by twelve noon on the Relevant Date shall cease to be exercisable between that time and the first date on which it can be determined whether or not the relevant condition is satisfied. If the Relevant Condition is not satisfied, the Stock Options shall continue. If the Relevant Condition is satisfied Stock Options shall, unless validly exchanged under rule 10.7, lapse automatically on the date on which the scheme of arrangement is sanctioned by the court. |
Any Stock Option which is subject to a performance condition may only be exercised under this rule 10.3(i) to the extent that the performance condition has been met as at the Relevant Event. |
Where new Shares would be issued on exercise of a Stock Option, the Committee shall endeavour to procure that, provided a Participant has conditionally exercised his or her Stock Option as described above prior to twelve noon on the Relevant Date, the scheme of arrangement shall be extended to such Participant as if each Share in respect of which the Stock Option was conditionally exercised had been allotted and issued to him or her by that time. |
(ii) | subject to the provisions of rule 10.6, any Restricted Stock Award shall vest on the date on which the scheme of arrangement is sanctioned by the Court and the Shares shall be released to the Participant as soon as practicable thereafter. If the Scheme of Arrangement is not sanctioned by the Court, the Restricted Stock Awards shall not vest but shall continue in force. |
13
(i) | any Stock Option which is subject to a performance condition may be exercised, to the extent that the performance condition has been met as at the date of the resolution, at any time during the period of two months from the date of the resolution, failing which exercise the Stock Option shall lapse automatically; |
(ii) | any Stock Option which is not subject to a performance condition may be exercised at any time during the period of two months from the date of the resolution, failing which exercise the Stock Option shall lapse automatically; and |
(iii) | subject to the provisions of rule 10.6, any Restricted Stock Award shall vest and the Shares shall be released to the Participant as soon as practicable thereafter. |
(a) | where any Restricted Stock Award that is subject to a performance condition becomes realisable before the end of the performance period under rules 10.1 to 10.5 the number of Shares which shall vest under the Restricted Stock Award shall be determined by the Committee by reference to the extent that the performance conditions are met as at the date of the relevant event. This number of Shares shall then be multiplied by the fraction A/B where A is the number of complete months from the Date of Grant to the date of the relevant event and B is the number of complete months from the Date of Grant to the relevant Restricted Stock Vesting Date SAVE THAT the Committee may, in its absolute discretion, modify the number of Shares which shall vest under the Restricted Stock Award if it considers that the performance condition would have been met to a greater or lesser extent at the end of the full performance period. The Committee may also at its absolute discretion in appropriate circumstances (but not so as to result in an unjustifiably large vesting level) disapply or alter the fraction stated above to release a greater number of Shares if it considers that the contribution of the Participant to the creation of shareholder value during the Performance Period would not otherwise be properly recognised; and |
14
(b) | where any Restricted Stock Award that is not subject to a performance condition become realisable under rules 10.1 to 10.5, the number of Shares which shall vest shall be the number of Shares under the relevant Restricted Stock Award multiplied by the fraction A/B where A is the number of complete months from the Date of Grant to date of the relevant event, and B is the number of complete months from the Date of Grant to the Restricted Stock Vesting Date SAVE THAT the Committee may in its absolute discretion determine that the Participants entitlement should not be scaled down or should be scaled down in part only (the extent of scaling down being determined by the Committee in its absolute discretion). |
(i) | any variation in the share capital or reserves of the Company (including, without limitation, by way of capitalisation or rights issue or any consolidation, sub-division or reduction); or |
(ii) | the implementation by the Company of a demerger or the payment by the Company of a super-dividend which would otherwise materially affect the value of an Award, |
(a) | in relation to Stock Options, the Option Exercise Price and the number of Shares comprised in a Stock Option and any performance conditions to which the Stock Option is subject shall be adjusted in such manner as the Committee shall determine in its absolute discretion; |
(b) | in relation to Restricted Stock, the number of Shares subject to the Restricted Stock and any performance conditions to which the Restricted Stock is subject shall be adjusted in such manner as the Committee shall determine in its absolute discretion. |
15
(aa) | in relation to both Stock Options and Restricted Stock, no adjustment shall be made pursuant to this rule unless and until the auditors for the time being of the Company (acting as experts not arbitrators) shall confirm in writing to the Committee that such adjustment is in their opinion fair and reasonable; and |
(bb) | in the case of Stock Options, no adjustment shall be made pursuant to this rule which would increase the aggregate amount payable on exercise of the Stock Options. |
16
(i) | events happen following the Date of Grant with the result that the circumstances which prevailed at the Date of Grant which were relevant to the conditions that were originally imposed regarding the exercise or vesting of the Award have subsequently changed; and |
(ii) | the Committee is satisfied that any such amended conditions would be a fairer measure of the performance of the Company and the Committee reasonably considers that such amended conditions are: |
(A) | equally demanding; and |
(B) | no more difficult to satisfy than the original conditions. |
(b) | the Committee shall not make any amendment that would materially prejudice the interests of existing Participants except with the prior consent or sanction of Participants who, if they exercised their Awards in full, would thereby become entitled to not less than three-quarters of all the Shares which would fall to be allotted or transferred upon exercise in full of all outstanding Awards; and |
17
(c) | no amendment to the advantage of Executives or Participants may be made to: |
(i) | the definition of Executive in rule 1.1; |
(ii) | the limit on the number of Shares available for issue under the Plan; |
(iii) | the basis for determining the number of Shares comprised in either Stock Options or Restricted Stock; |
(iv) | the terms of Shares to be provided under the Plan; and |
(v) | the adjustment provisions of rule 11 of the Plan |
without the prior approval of the Company in general meeting except in the case of minor amendments to benefit the administration of the Plan, to take account of a change in legislation or developments in the law affecting the Plan or to obtain or maintain favourable tax, exchange control or regulatory treatment for Executives and Participants or any member of the Group; and |
(d) | without prejudice to any provision of the Plan which provides for the lapse of an Award, the Committee may not cancel an Award unless the Participant agrees in writing to such cancellation. |
18
19
(B) | The definition of Executive shall be construed so that: |
(i) | they comprise ordinary shares in the capital of the Company (and not ADSs); and |
(ii) | they satisfy paragraphs 16 to 20 of Schedule 4 to ITEPA. |
(E) | A new rule 4.3 shall be inserted as follows: |
4.3 | Notwithstanding any other provision of these rules, no Executive shall be granted a Stock Option which would, at the proposed Date of Grant, cause the aggregate of the market values (determined at their date of grant (in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992)) of subsisting Stock Options held by him pursuant to a grant under this Appendix and subsisting options held by him under any Associated Plan, to exceed £30,000 (or such other amount as shall be specified under paragraph 6 of Schedule 4 of ITEPA from time to time). |
20
10.7A If any company (the acquiring company): |
(a) | obtains Control of the Company as a result of making: |
(i) | a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the acquiring company will have Control of the Company; or |
(ii) | a general offer to acquire all the Shares; or |
(b) | obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under section 425 of the Companies Act 1985; or |
(c) | becomes bound or entitled to acquire shares in the Company under sections 428 to 430F of that Act, |
21
each Participant may at any time within the appropriate period (which expression shall be construed in accordance with paragraph 26(3) of Schedule 4 to ITEPA), by agreement with the acquiring company, release any Stock Option which has not lapsed (the old option) in consideration of the grant to him of an option (the new option) which (in accordance with rule 10.7B below) is equivalent to the old option but relates to shares in a different company (whether the acquiring company itself or another company falling within paragraph 16(b) or (c) of Schedule 4) (the new grantor). |
10.7B The new option shall not be regarded for the purposes of rule 10.7A as equivalent to the old option unless the conditions set out in paragraphs 16 to 20 of Schedule 4 to ITEPA are satisfied and, in relation to the new option, the provisions of the Scheme shall be construed as if: |
(a) | the new option were an option granted under the Scheme at the same time as the old option; |
(b) | references to the Company in rules 8 to 14 and 16 and in the definition of Group were references to the new grantor; |
(c) | references to the Committee in rules 8 to 14 and 16 were references to the remuneration committee of the new grantor; |
(d) | references to Shares were references to shares in the new grantor; and |
(e) | any performance condition imposed under rule 5.2 has been satisfied. |
(M) | Rule 11(ii) shall not apply to a Stock Option granted under this Appendix. In construing rule 11(i) for the purposes of this Appendix the words or reserves shall be deleted therefrom, and no adjustment pursuant to rule 11(i) in relation to a Stock Option granted under this Appendix shall take effect without the prior approval of the Inland Revenue. |
(N) | In addition to its powers under rule 15.1(c), the Committee may make such amendments to this Appendix as are necessary or desirable to obtain or maintain Inland Revenue approval of this Appendix. |
(O) | At a time when this Appendix is approved by the Inland Revenue, and if such approved status is to be maintained, no amendment to the rules of the Plan or this Appendix which amounts to an amendment to a key feature of the Plan or this Appendix for the purposes of Schedule 4 to ITEPA may take effect as regards this Appendix without the prior approval of the Inland Revenue (and if such approved status is not to be maintained, the Company shall notify the Inland Revenue of the relevant amendment). |
22
(A) | All the provisions of the Plan shall apply to the grant of Stock Options subject to the modifications contained in the following paragraphs. |
(B) | A Stock Option granted under this Appendix to an Executive shall be either an Incentive Stock Option or a Non-Qualified Stock Option, as determined by the Committee; provided that the number of Shares issued or transferred pursuant to the exercise of Incentive Stock Options shall not, in the aggregate, exceed 40 million Shares. The number of Shares available for issuance pursuant to the preceding sentence shall be subject to appropriate adjustment upon the occurrence of any event described in rule 11. |
For the purposes of this Appendix: |
(i) | Incentive Stock Option means a Stock Option which, at the Date of Grant, qualifies as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code), and is designated by the Committee as such; and |
(ii) | Non-Qualified Stock Option means a Stock Option which is not an Incentive Stock Option. |
(C) | In the case of any Incentive Stock Option granted to any person who owns more than 10% of the Shares for purposes of Section 422(b)(6) of the Code, the definition of Option Exercise Price in Rule 1.1 shall be modified by inserting 110% of immediately prior to the words Share Price on the Date of Grant, and the definition of Option Period shall be modified by replacing tenth with fifth. |
23
(D) | In relation to the grant of Incentive Stock Options a new rule 4.2A shall apply as follows: |
4.2A The United States dollar equivalent of the aggregate fair market value (determined as of the date the Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year (under the Plan or any other Executive Plan) may not exceed $100,000; provided, that if the grant of any Incentive Stock Option shall exceed such limit, the excess shall be treated as a Non-Qualified Stock Option. In determining whether, and to what extent, the grant of an Incentive Stock Option exceeds such limit, Incentive Stock Options shall be taken into account in the order in which they are granted. The Committee shall determine the United States dollar equivalent of the aggregate fair market value of the Shares on such good faith basis as they consider appropriate. |
(E) | Rule 8.2 shall be modified by deleting subrule (b) therefrom (in the case of both Stock Options and Restricted Stock), and, in the case of any Incentive Stock Option, replacing six months with three months in subrule (iv) (except where cessation of employment is by reason of disability within the meaning of Section 22(e)(3) of the Code). A Stock Option which loses its status as an Incentive Stock Option at the end of the three month period referred to in the preceding sentence shall nevertheless continue to be exercisable as a Non-Qualified Stock Option for any longer period specified in these rules. |
(F) | If Shares acquired by exercise of an Incentive Stock Option are sold or otherwise disposed of within two years after the date of grant of the Incentive Stock Option or within one year after the transfer of such Shares to the Participant, the holder of the Shares immediately prior to the disposition shall promptly notify the Company in writing of the date and terms of the disposition and shall provide such other information regarding the disposition as the Company may reasonably require in order to secure any deduction then available against the Companys or any other corporations taxable income. |
(G) | For the purposes of this Appendix, any provisions of the Plan which are superseded by or otherwise inconsistent with the provisions of this Appendix as applied to an Executive who is employed or remunerated in the United States shall have no effect. |
24
1. | The definition of Subsidiary shall be replaced with: |
Subsidiary means a company which is under the Control of the Company and a subsidiary of the Company within the meaning of Section 736 of the Companies Act 1985 and being a company in which the Company holds, directly or indirectly, at least 10% of the share capital. |
2. | The following proviso shall be added to the definition of Option Vesting Date: |
Provided that the Option Vesting Date shall not be earlier than the fourth anniversary of the Date of Grant of a Stock Option Award. |
3. | Rules 5.3 and 5.4 shall not apply. |
4. | The following proviso shall be added to the definition of Option Exercise Price:: |
(a) | in relation to Stock Options to subscribe for new Shares that are granted to Participants resident in France, the Option Exercise Price, at the date the Stock Option is granted, shall not be less than 80% of the average middle market quotation for a Share on the London Stock Exchange (as derived from the Daily Official List) for the 20 days in which dealings in Shares took place preceding the day on which the Stock Option is granted; and |
(b) | in relation to Stock Options to acquire existing Shares that are granted to Participants resident in France, the Option Exercise Price, at the date the Stock Option is granted, shall not be less than the lower of (i) 80% of the average middle market quotation for a Share on the London Stock Exchange (as derived from the Daily Official List) for the 20 days in which dealings in Shares took place preceding the day on which the Stock Option is granted, and (ii) 80% of the average middle acquisition price of Shares acquired by the Company for the purpose of granting Stock Options and held by the Company for the same purpose as the date the Stock Option is granted. |
5. | In applying rule 8.2 to any Stock Option which is not already exercisable at the date of cessation of employment, sub-paragraphs (b), (c) and (d) shall be disapplied, and the right of exercise in sub-paragraph (a) shall be restricted to circumstances of disability (and such of the events specified in rule 8.2A below as qualify under French law for favourable tax treatment for Stock Options prior to the fourth anniversary of grant). |
25
6. | A new rule 8.2A shall be inserted as follows: |
(a) | injury, ill-health or redundancy (as determined by the Committee); |
(b) | retirement at or after the date on which he or she is bound to retire under his or her contract of employment; |
(c) | his or her employing company or business ceasing to be part of the Group; or |
(d) | any other reason if the Committee so decides in its absolute discretion |
26
27
28
29
(a) | injury, disability, ill health or redundancy; |
(b) | retirement at or after the date on which he or she is bound to retire under his or her contract of employment; |
(c) | his or her employing company or business ceasing to be part of the Group; or |
(d) | any other reason if the Committee so decides in its absolute discretion |
(i) | if the cessation of employment occurs prior to the second anniversary of the Date of Grant, the Award shall continue in force but shall vest on the second anniversary of the Date of Grant. The Retention Period shall commence on the second anniversary of the date of grant and continue for a period of two years from that date; |
(ii) | if the cessation of employment occurs on or after the second anniversary of the Date of Grant but before the Vesting Date, the Award shall vest immediately and the Retention Period shall commence on the date of cessation of employment and continue for a period of two years from that date; and |
(iii) | if the cessation of employment occurs during the Retention Period, the Shares shall remain subject to the Retention Period as though employment had not ceased. |
(a) | before the Vesting Date, the Shares comprised in the Award shall immediately vest and be released to the Participant (or the Participants personal representatives in the event of his death). The Shares shall not be subject to any Retention Period; and |
(b) | during the Retention Period, the Retention Period shall end with immediate effect. |
30
6.1 | In the event that there occurs, prior to the Vesting Date: |
(i) | any variation in the share capital or reserves of the Company (including, without limitation, by way of capitalisation or rights issue or any consolidation, sub-division or reduction); or |
(ii) | the implementation by the Company of a demerger or the payment by the Company of a super-dividend which would otherwise materially affect the value of an Award, |
31
32
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