Exhibit 10.33
THIS DEED is made the twenty ninth day of September One thousand nine hundred
and ninety-two
BETWEEN [SEAL]
VODAFONE GROUP PLC registered in England with Number 1833679 and whose
registered office is situated at Xxx Xxxxxxxxx, 0-0 Xxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxx (hereinafter called "the Company") of the first part; and
THE SEVERAL COMPANIES whose names, registered offices and registered numbers are
stated respectively in the First Schedule hereinafter called (together with the
Company) "the Participating Companies" which expression shall, where the context
so admits, also include the companies from time to time bound by the provisions
of this Deed in accordance with Clause 9 hereof of the second part; and
NOBLE LOWNDES SETTLEMENT TRUSTEES LIMITED registered in England with Number
576832 and whose registered office is situated at XX Xxx 000 Xxxxxxx Xxxxx,
Xxxxxxxxx Xxxx, Xxxxxxx XX0 0XX (hereinafter called "the Trustees" which
expression shall, where the context so admits, include its successors as
trustees of the Scheme) of the third part
WHEREAS
(A) The Company wishes to establish arrangements to facilitate the acquisition
on behalf of employees of the Company and any Participating Company of
fully paid Shares of Vodafone Group PLC and to embody in such arrangements
a profit sharing scheme approved in accordance with the provisions of Part
I of Schedule 9 to the Act and constituting an "employees' share scheme"
as that expression is defined in Section 743 of the Companies Xxx 0000 for
the provision by the Company and such Participating Companies of funds for
the subscription or purchase by the Trustees of such Shares.
(B) The Company has by resolution of the Directors adopted the Rules set out in
the Second Schedule hereto.
(C) The Trustees have agreed to be the first trustees of the Scheme.
VODAFONE GROUP
PROFIT SHARING SCHEME
TRUST DEED
LIST OF CONTENTS
TITLE PAGE NUMBER
PREAMBLE 1
1. Name 2
2. Construction 2
3. Covenant 2
4. Trusts of The Qualification Scheme 2
5. Trusts of the Ownership Scheme 2
6. Accounts and Records 3
7. Eligible Employee's Income Tax 4
8. Amendments 4
9. Participation by Participating Companies 5
10. Initial Market Value 5
11. Information and directions given to Trustees 6
12. Safekeeping of Trust Property 6
13. Appointment of Trustees 6
14. Persons Eligible to be Trustees 6
15. Removal of Trustees 6
16. Resignation of Trustees 7
17. Minimum Number of Trustees 7
18. Remuneration and Expenses of Trustees 7
19. Personal Interest of Trustees 8
20. Position of Trustees 8
21. Administration by the Trustees 8
22. Income Received by the Trustees 9
23. Delegation 9
24. Liability 10
25. Perpetuity Period 10
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NOW THIS DEED WITNESSETH as follows:
1. NAME
The Scheme shall be known as the "Vodafone Group Profit Sharing Scheme"
and shall be operated and administered by the Trustees in accordance
with the Rules contained in the Second Schedule hereto.
2. CONSTRUCTION
Words and expressions as used herein shall, unless the context or
subject matter precludes, bear the same meanings in this Deed as in the
Rules and these presents shall be construed and take effect according
to English law.
3. COVENANT
The Company hereby covenants with the Trustees to pay to the Trustees,
or to procure that each of the Participating Companies pay to the
Trustees, such sums as pursuant to these presents are required to be
paid to the Trustees and the Company here by further covenants to carry
out, or to procure are carried out, such other obligations as pursuant
to these presents are required of the Participating Companies.
4. TRUSTS OF THE QUALIFICATION SCHEME
Subject as hereinafter provided, the Trustees shall hold the Deposit
received from any Eligible Employee together with any Shares acquired
therewith and any such Shares deposited with them and any shares,
stock, securities or other rights or assets issued or received in
respect of, or otherwise representing, such Shares UPON TRUST for the
Eligible Employee by whom such Deposit was made and shall apply and
deal with the same in accordance with the provisions of The
Qualification Scheme.
5. TRUSTS OF THE OWNERSHIP SCHEME
Subject as hereinafter provided, the Trustees shall apply the
Contributions received by them from the Participating Companies in the
acquisition of Shares to hold the same once appropriated and any
shares, stock, securities or other rights or assets issued or received
thereafter in respect of, or otherwise representing, such
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Shares UPON TRUST for those Eligible Employees to whom such Shares has
been appropriated provided always that:
(i) the Trustees shall not dispose of any of an Eligible Employee's
Appropriated Shares during the Period of Retention related
thereto (whether by transfer to the Eligible Employee or
otherwise) except as mentioned in paragraphs 1(1)(a), 1(1)(b)
and 1(1)(c) of Schedule 10;
(ii) the Trustees shall not dispose of any of an Eligible Employee's
Appropriated Shares except pursuant to a written direction given
by the Eligible Employee or any person in whom the beneficial
interest in such Eligible Employee's Appropriated Shares is for
the time being vested by reason of such Eligible Employee's
insolvency or otherwise by operation of law or the legal
personal representatives of that Eligible Employee and by a
transaction which would not involve a breach of such Eligible
Employee's obligations as expressed in paragraphs 2(2)(c) and
2(2)(d) of Schedule 9;
(iii) the Trustees shall deal only pursuant to a written direction
given by the Eligible Employee or any person in whom the
beneficial interest in such Eligible Employee's Appropriated
Shares is vested by reason of such Eligible Employee's
insolvency or otherwise by operation of law or the legal
personal representatives of that Eligible Employee with any
right conferred in respect of any of such Eligible Employee's
Appropriated Shares to be allotted other stock, shares
securities or rights of any description.
5.2 Where pursuant to Rules 17.3 and 18.5 the Trustees hold any unutilised
cash they shall stand possessed of it and any income therefrom UPON
TRUST to apply the same as directed in such Rules and shall, as
requested, notify the Company of the amount so held by them and its
application but if, at any time, the Scheme is terminated the Trustees
shall, subject as hereinafter provided, account to the Company for any
amount then held by them and not so required.
6. ACCOUNTS AND RECORDS
6.1 The Trustees shall maintain such accounts and records as may be
required for the proper operation of the Scheme in accordance with
statute and the general law and, in particular, as may be necessary
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to enable them to carry out their obligations under paragraph 7 of
Schedule 10 in relation to Eligible Employees' Appropriated Shares and,
without prejudice to the generality of the foregoing, such records
shall include in respect of each Eligible Employee's Appropriated
Shares:
(i) the date of appropriation;
(ii) details of any capital receipts (as defined in Section 186(3) of
the Act) received in respect of, or by reference to, such
Eligible Employee's Appropriated Shares;
(iii) details of any company reconstruction (as defined in paragraph 5
of Schedule 10) occurring in relation to any such Eligible
Employee's Appropriated Shares;
(iv) the market value of such Eligible Employee's Appropriated Shares
at the time of disposal or transfer if different from the
disposal proceeds; and
(v) the disposal proceeds from the disposal or transfer of such
Eligible Employee's Appropriated Shares.
6.2 The Trustees shall at least once in each year submit accounts to the
Company and the Company may cause such accounts to be made up and
audited.
7. ELIGIBLE EMPLOYEE'S INCOME TAX
Where an Eligible Employee becomes liable to income tax under Part V of
the Act (Schedule E) by reason of the occurrence of any event in
relation to, or in respect of, his Appropriated Shares the Trustees
shall inform the Eligible Employee of any facts known to them and
relevant to determining that liability.
8. AMENDMENTS
Without infringing the Rule against perpetuities, the Company shall
have power to vary, amend, modify, alter or extend the Rules in any
manner and in any particular whatsoever as is therein provided and,
with the concurrence of the Trustees to vary, amend, modify, alter or
extend this Deed in any manner and in any particular whatsoever by any
deed which shall be expressed to be supplemental hereto and this Deed
shall then be read and construed as if the provision
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thereof were incorporated herein and shall be binding on all Eligible
Employees and all Participating Companies Provided always that the
foregoing power shall not be exercised
(i) so as to affect the rights of any Eligible Employee in respect
of his Qualification Shares, Deposited Shares, Matured Shares or
Appropriated Shares; or
(ii) (without the prior written consent of the Trustees) so as to
expose the Trustees to any greater liability (actual or
contingent) than would or might have fallen upon them if such
power had not been exercised; or
(iii) without the prior approval of the Commissioners of Inland
Revenue.
9. PARTICIPATION BY PARTICIPATING COMPANIES
The Company shall have power exercisable from time to time by deed
(expressed to be supplemental hereto and to be in such form as the
Company and the Trustees agree) to agree that any Subsidiary of the
Company which is under the control of the Company (within the meaning
of Section 840 of the Act) or, with the prior approval of the
Commissioners of Inland Revenue, any Jointly-owned Company, shall
become a Participating Company for the purposes of the Scheme provided
that the said Subsidiary shall be a party to that supplemental deed for
the purpose of acceding to, and becoming bound by, the provisions of
the Scheme. Any such Subsidiary shall be deemed not to be a
Participating Company for the purposes of Rule 2 as from the date on
which it ceases to be a Subsidiary or under the control of the Company
or as from such date as the Company may by deed declare.
10. INITIAL MARKET VALUE
The Trustees shall have power exercisable from time to time by
agreement in writing as provided by paragraph 30(4)(b) of Schedule 9
with the Commissioners of Inland Revenue (and with the concurrence of
the Company) to determine the Initial Market Value of any Appropriated
Shares.
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11. INFORMATION AND DIRECTIONS GIVEN TO TRUSTEES
Each Participating Company shall supply the Trustees with any
information reasonably required by them for the purposes of the Scheme
and, if required by them, shall do so in writing. The Trustees may rely
without further enquiry on any such information or any information
provided to them by an Eligible Employee.
12. SAFE KEEPING OF TRUST PROPERTY
The Trustees may at any time cause any part of the property from time
to time held by them under the provisions of the Scheme to be deposited
for safekeeping with any one or more of the Trustees or to be deposited
for safekeeping with any other persons (including any company or
corporation) on behalf of the Trustees and may pay any reasonable
expenses in connection therewith.
13. APPOINTMENT OF TRUSTEES
The power of appointing additional or new trustees hereof shall be
vested in the Company and be exercisable by resolution of the Board and
if the Company shall cease to exist otherwise than by way of
reconstruction or amalgamation shall thereafter be vested in the
Trustees and this power shall not be restricted by any statutory or
other limitation on the number of trustees.
14. PERSONS ELIGIBLE TO BE TRUSTEES
An Eligible Employee, a trust corporation or any other body corporate
may be appointed a trustee hereof provided always that such a person is
resident in the United Kingdom.
15. REMOVAL OF TRUSTEES
The Company shall have power (which may be exercisable by resolution of
the Board) in its absolute discretion at any time and without assigning
any reason therefore to remove from office any Trustee and the Trustees
(including that Trustee) shall, provided that they are satisfied that
such Trustee will not thereafter be under any liability (whether actual
or contingent) by reason of any provision of these presents save only
for fraud, wilful default or negligence, accord therewith by taking
whatever further action may be necessary to give effect thereto.
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16. RESIGNATION OF TRUSTEES
Any Trustee may at any time by notice in writing given to the Company
and the remaining Trustees resign his or its office, as the case may
be, and thereupon cease to be a Trustee provided always that any
Trustee who ceases to be resident in the United Kingdom for tax
purposes shall ipso facto cease to be a Trustee.
17. MINIMUM NUMBER OF TRUSTEES
17.1 There shall at all times be at least two Trustees or a Trustee which is
a body corporate or trust corporation and this provision shall be
observed in the exercise of any of the foregoing powers.
17.2 If at any time there is only one Trustee and that Trustee is not a body
corporate or trust corporation, the Company shall forthwith appoint an
additional Trustee.
18. REMUNERATION AND EXPENSES OF TRUSTEES
18.1 A Trustee (whether or not a professional or business person) shall be
entitled to charge, receive and retain such remuneration as may be
agreed from time to time with the Company.
18.2 All costs, expenses, charges, stamp duties (but only to the extent that
the same are not payable by the Eligible Employees pursuant to Rule 32)
and other liabilities of, and incidental to, the establishment and
administration and determination of the Scheme (including, but without
prejudice to the generality of the foregoing, the costs and expenses
reasonably incidental to the acquisition of Shares pursuant to The
Ownership Scheme) shall be payable by the Trustees who shall (after
deducting any amounts retained by the Trustees against such expenses
pursuant to the Rules) be reimbursed in full by the Participating
Companies in such proportions as may be agreed from time to time and
may require to be funded or indemnified to their satisfaction. Such
costs and expenses shall be agreed in advance between the Company and
the Trustees.
18.3 A Trustee which is a bank or any other company or trust corporation or
who is a professional person shall be entitled to charge, receive and
retain such interest, fees or remuneration for services rendered in the
ordinary course of its or his business as may be agreed with the
Company without accounting for any resultant profit.
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19. PERSONAL INTEREST OF TRUSTEES
19.1 A Trustee and any director or other officer of a body corporate or
trust corporation acting as a trustee hereof shall not be precluded
from acquiring, holding or dealing with any debentures, debenture
stock, shares or securities whatsoever of the Company or any Subsidiary
or any other company in which the Company or any such Subsidiary may be
interested or from entering into any contract or other transaction with
the Company or any such Subsidiary or any such other company or being
interested in any such contract or transaction and none of them shall
be in any manner whatsoever liable to account to the Company or any
such Subsidiary for any profits made or benefits obtained by him or it
thereby or in connection therewith.
19.2 A Trustee who is or who becomes a director of or a holder of any other
office or employment in any Participating Company may retain for his
own absolute benefit any fees or remuneration received by him in
connection therewith notwithstanding that his retention of or
appointment to such office or employment may be directly or indirectly
due to the exercise or non-exercise of any votes to which he is
entitled under the Scheme.
20. POSITION OF TRUSTEES
The Company hereby covenants with the Trustees (for themselves and as
trustees for their successors in title) that it will at all times
hereafter keep them and each and all of their successors in the title
as Trustees and each of their estates and effects fully indemnified and
saved harmless against all claims, losses, demands, actions,
proceedings, charges, expenses, costs, damages, taxes, duties and other
liabilities that may be incurred by them, or by each of any of them, in
connection with the administration and operation and determination of
the Scheme in any manner whatsoever, save that no Trustee shall be
indemnified hereunder or exonerated in respect of any fraud, wilful
default or negligence on it or his part.
21. ADMINISTRATION BY THE TRUSTEES
The Trustees (if more than one) may in their discretion make rules for
the constitution and regulation of their meetings, the appointment of
chairman, the passing of resolutions and the keeping of minutes and
otherwise conduct their affairs in such manner as they
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may deem appropriate and make such arrangements in relation to the
administration of the Scheme and of the property held in trust by the
Trustees as they may consider advisable provided always that no power
conferred on the Trustees under these presents or by law shall be
exercised except in the furtherance of the Scheme and in accordance
with these presents.
22. INCOME RECEIVED BY THE TRUSTEES
Any moneys received by the Trustees pursuant to these presents may be
placed on current account with a bank carrying on business in the
United Kingdom and the Trustees shall not be required to earn interest
in respect of such moneys but in the event that they shall the Trustees
shall apply such interest (after paying any taxation in respect
thereof) in meeting the costs, charges and other expenses of managing
and administering the Scheme. Any bank accounts held for the purposes
of the Scheme may be operated by the Trustees or by two or more persons
including at least one Trustee as the Trustees shall in their
discretion direct.
23. DELEGATION
23.1 The Trustees or any of them shall have power with the consent in
writing in each case of the other or others of them (i) to appoint any
person or company whether incorporated or not (including, without
prejudice to the generality of the foregoing the Company or any
Subsidiary of the Company) to act in relation to the administration of
the Scheme on such terms as to employment, remuneration, responsibility
to the Trustees or otherwise as the Trustees shall in their discretion
think fit (ii) to the extent permitted by law to delegate to any such
officers or to any other persons (who may if thought fit be or include
any of the Trustees) or any company or corporation (including any
Participating Company) at any time for any period and in any manner and
upon any terms whatever all or any of the trusts, powers and
discretions imposed on or given to the Trustees by this Deed or by law
or otherwise and (iii) to employ and pay a solicitor, accountant,
banker, stockbroker or other professional or business person to
transact or advise on all or any business to be done.
23.2 A Trustee hereof being a body corporate (whether or not a trust
corporation) may in its capacity as Trustee hereof act by its proper
officers and may be such proper officers have and exercise all powers
trusts and discretions vested in it hereunder.
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23.3 Any two Trustees or a Trustee which is a trust corporation or other
body corporate may give a valid and effectual receipt or discharge for
the payment or transfer of any money or other property receivable by
the Trustees.
23.4 Save as herein provided, each of the powers and discretions hereby or
by law vested in the Trustees shall be an absolute and uncontrolled
discretion or power and shall be exercisable by a simple majority in
number of the Trustees for the time being and any Trustee who shall
dissent from any exercise of any such power or discretion shall
nevertheless, but without being responsible for loss, concur in
executing or signing any deed or document and in doing any act
necessary for giving effect to the exercise of such power or discretion
by the majority of the Trustees.
24. LIABILITY
In the professed operation of the Scheme no Trustee shall be liable for
any loss arising by reason of any mistake or omission made in good
faith by him or by reason of the fraud, negligence or default of
another Trustee unless fraudulent, in wilful default or grossly
negligent himself.
25. PERPETUITY PERIOD
25.1 The Scheme shall continue for a period of eighty years commencing on
the date hereof which period shall be the perpetuity period for the
purposes of this Deed and the Rules contained herein.
25.2 Upon the expiration of the perpetuity period applicable to this Deed
or, if earlier, if at any time the Board shall resolve to terminate the
Scheme, the Trustees shall:
(i) refund any amounts received by them from Eligible Employees
and not otherwise applied in accordance with the provisions of
this Deed to the Eligible Employees concerned; and
(ii) hold upon trust any Shares which constitutes Appropriated
Shares, Deposited Shares, Matured Shares or Qualification
Shares of an Eligible Employee for that Eligible Employee
until such date as all such Shares becomes Matured Shares and,
as soon as practicable after that date, shall transfer to him
any of his Matured Shares still registered in their names and
in respect of which he has not given notice in
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writing to the Trustee pursuant to Rule 24 and if the
perpetuity period has expired or expires following a
resolution to terminate the Scheme as aforesaid the trusts
under which the Trustees shall continue to hold Shares at any
time shall be interpreted as though these presents continued
to subsist; and
(iii) sell any Shares which does not constitute Appropriated Shares,
Deposited Shares, Matured Shares or Qualification Shares of
any Eligible Employee for the best consideration in money
reasonably obtainable at the time and shall pay or transfer
the proceeds of such sale, less any expenses associated
therewith, together with any other moneys then held by them
and not otherwise applied in accordance with the provisions of
this Deed to any companies which at that time were
Participating Companies in proportion to the total aggregate
Contributions paid by each of them in the preceding five
years;
and immediately after the date upon which the Trustees cease to hold
any Shares, moneys or property whatsoever or, if earlier, the end of
the perpetuity period the trust hereof shall cease to have effect.
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THE FIRST SCHEDULE
Participating Company Registered Office Registered Number
Vodafone Limited The Courtyard 1471587
0-0 Xxxxxx Xxxx
Xxxxxxx
Xxxxxxxxx
XX00 0XX
Vodafone Group Services The Courtyard 2370135
Limited 0-0 Xxxxxx Xxxx
Xxxxxxx
Xxxxxxxxx
XX00 0XX
Vodac Limited The Courtyard 1786055
0-0 Xxxxxx Xxxx
Xxxxxxx
Xxxxxxxxx
XX00 0XX
Vodapage Limited The Courtyard 795531
0-0 Xxxxxx Xxxx
Xxxxxxx
Xxxxxxxxx
XX00 0XX
Vodata Limited The Courtyard 1795704
0-0 Xxxxxx Xxxx
Xxxxxxx
Xxxxxxxxx
XX00 0XX
Paknet Limited The Courtyard 2349299
0-0 Xxxxxx Xxxx
Xxxxxxx
Xxxxxxxxx
XX00 0XX
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THE SECOND SCHEDULE
THE RULES
PART A
1. INTERPRETATION AND CONSTRUCTION
1.1 Definitions 19
1.2 Construction 26
1.3 Headings 27
2. ELIGIBILITY TO PARTICIPATE IN THE
SCHEME
2.1 Eligibility 27
2.2 Contract of Participation 27
2.3 Contract of Participation 28
2.4 Maternity Leave 28
2.5 Previous Employment 29
PART B
THE QUALIFICATION SCHEME
3. CALCULATION AND PAYMENT OF DEPOSITS
3.1 Election to Participate 30
3.2 Alteration in Amount of Contributions 30
3.3 Limit on Contributions 31
3.4 Deduction and Payment of Deposits 31
3.5 Validity of Notices 32
3.6 Cessation of Employment 32
3.7 Restrictions on Deductions 33
4. CASH IN CASH ACCOUNT 33
5. APPLICATION OF DEPOSITS HELD IN
ELIGIBLE EMPLOYEE'S CASH ACCOUNT 33
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6. ACQUISITION OF QUALIFICATION SHARES
6.1 Method of Acquisition 34
6.2 Calculation of Shares to be acquired 34
6.3 Nature of Shares to be Acquired 34
7. VOLUNTARY SUSPENSION OF DEPOSITS
7.1 Suspension of Deposits 35
7.2 Application of Deposits after Suspension 35
7.3 Resumption of Deposits 35
8. PARTICIPATION IN THE OWNERSHIP SCHEME
8.1 Method of Participation 35
8.2 Notification of Deposit 36
8.3 Deposited Shares carrying Additional Rights 36
8.4 Balance in Cash Account 37
8.5 Market Value of Deposited Shares 37
8.6 Limit on Deposited Shares 37
9. RESTRICTIONS ATTACHING TO ELIGIBLE
EMPLOYEES' DEPOSITED SHARES
9.1 Restriction 38
9.2 Matured Shares 39
9.3 First in First Out 39
10. TRUSTEES' ACCOUNTABILITY TO AN
ELIGIBLE EMPLOYEE IN RESPECT OF
HIS CASH ACCOUNT, QUALIFICATION
SHARES, DEPOSITED SHARES AND
MATURED SHARES
10.1 Accountability 39
10.2 Notification to Eligible Employee 39
11. RIGHTS OFFERS IN RELATION TO ELIGIBLE
EMPLOYEES' QUALIFICATION
SHARES, MATURED SHARES
AND DEPOSITED SHARES
11.1 Rights Offers 40
11.2 Trustees' right to take no action 40
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11.3 Notification to Eligible Employees 41
11.4 Allocation of New Shares 41
12. CAPITALISATION ISSUES IN RELATION TO
ELIGIBLE EMPLOYEES' QUALIFICATION
SHARES, MATURED SHARES AND
DEPOSITED SHARES 41
13. TAKEOVERS AND OTHER TRANSACTIONS
AFFECTING AN ELIGIBLE EMPLOYEE'S
QUALIFICATION SHARES, MATURED
SHARES OR DEPOSITED SHARES 42
PART C
THE OWNERSHIP SCHEME
14. CALCULATION AND PAYMENT OF
CONTRIBUTIONS
14.1 Obligation of a Participating Company to
Make a Contribution 43
14.2 Notification of Shares to be Acquired 43
14.3 Amount of each Participating Company's
Contribution 43
14.4 Payment of Participating Company's Contribution 43
14.5 Notification to Participating Company of Shares
Acquired 44
14.6 Notification of Event Disqualifying Eligible
Employee from Participation 44
15. APPLICATION OF CONTRIBUTIONS 44
16. ACQUISITION OF SHARES
16.1 Method of Acquisition 44
16.2 Nature of Shares to be Acquired 45
16.3 Shares Carrying Different Rights 45
16.4 Incidental Costs of Acquisition 45
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17. APPROPRIATION TO AN ELIGIBLE
EMPLOYEE
17.1 Time of Appropriation 46
17.2 Shares to be Appropriated 46
17.3 Insufficient Shares 46
17.4 Dividends Prior to Appropriation 46
18. RESTRICTIONS ON APPROPRIATION
18.1 Initial Market Value 47
18.2 Participation in another Approved Scheme 47
18.3 Cessation of Employment 47
18.4 Statutory Prohibition 47
18.5 Unappropriated Shares 48
19. RESTRICTIONS ATTACHING TO AN
ELIGIBLE EMPLOYEE'S APPROPRIATED
SHARES
19.1 During Period of Retention 48
19.2 Prior to Release Date 48
19.3 Matured Shares 49
20. TRUSTEES' ACCOUNTABILITY TO AN
ELIGIBLE EMPLOYEE IN RESPECT OF
HIS APPROPRIATED SHARES
20.1 Accountability 49
20.2 Notification 50
21. RIGHTS OFFERS IN RELATION TO
ELIGIBLE EMPLOYEES' APPROPRIATED
SHARES
21.1 Rights Offers 50
21.2 Trustees' Right to Take No Action 51
21.3 Notification to Eligible Employees 51
21.4 New Shares 51
22. CAPITALISATION ISSUES IN RELATION
TO ELIGIBLE EMPLOYEES'
APPROPRIATED SHARES 51
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23. TAKEOVERS AND OTHER TRANSACTIONS
AFFECTING ELIGIBLE EMPLOYEES'
APPROPRIATED SHARES
23.1 Takeovers 52
23.2 Other Transactions 53
23.3 Notification 53
23.4 New Shares 53
PART D
PROVISIONS APPLICABLE TO BOTH THE QUALIFICATION SCHEME
AND THE OWNERSHIP SCHEME
24. DEALINGS WITH ELIGIBLE EMPLOYEES'
MATURED SHARES AND APPROPRIATED
SHARES
24.1 Trustees as Nominees 54
24.2 Disposal of Matured or Appropriated Shares 54
24.3 Proceeds of Sale 55
24.4 Transfer of Matured or Appropriated Shares 55
24.5 First in First out 56
25. SHAREHOLDERS' NOTICES 56
26. EXPLANATORY BOOKLET 56
27. VOTING RIGHTS 57
28. TERMINATION OF EMPLOYMENT
28.1 General 57
28.2 Cash Account 57
28.3 Transfer of Shares 58
28.4 Death 58
28.5 Compensation 58
29. DIVIDENDS 59
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30. FRACTIONS ARISING FROM THE ISSUE OF
NEW SECURITIES
30.1 Allocation amongst Eligible Employees 59
30.2 Allocation amongst an Eligible
Employee's Shares 60
31. ERRORS AND OMISSIONS
31.1 General 61
31.2 No liability 61
32. COSTS AND EXPENSES
32.1 By the Participating Companies 62
32.2 By the Eligible Employees 62
32.3 Allocation amongst Eligible Employees 62
32.4 Withdrawal of amounts from Cash Account 63
33. DIRECTIONS AND NOTICES
33.1 To the Trustees 63
33.2 To an Eligible Employee 64
33.3 Indemnity against Costs 64
33.4 Notices Irrevocable 64
34. DISPUTES 65
35. SUSPENSION 65
36. AMENDMENT 65
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RULES OF THE SCHEME
PART A
1. INTERPRETATION AND CONSTRUCTION
1.1 DEFINITIONS
In these presents, except where the context requires otherwise -
"Act" means the Income and Corporation Taxes Xxx
0000;
"to appropriate" means to vest a beneficial interest
(subject to the provisions of these
presents) in any specific Shares in an
Eligible Employee pursuant to The
Ownership Scheme and "appropiated" and
"appropriation" shall be construed
accordingly;
"Appropriated Shares" in relation to any Eligible Employee,
means such Shares as have been
appropriated to him under Rule 17 and are
for the time being held by the Trustees
pursuant to the provisions of The
Ownership Scheme (and, where the context
so admits, includes any related New
Shares);
"Approved Scheme" means any profit sharing scheme which is
for the time being approved by
Commissioners of Inland Revenue in
accordance with Part I of Schedule 9;
"Base Period" means a period of one calendar month;
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"Board" means the directors present at a duly
convened meeting of the board of directors
of the Company for the time being or a
duly appointed committee thereof at which
a quorum is present or any person or
persons duly authorised to act on their
behalf in respect of the administration of
the Scheme or any part thereof;
"Business Day" means any day on which each of the
Trustees, the Company and The London Stock
Exchange are open for business;
"Cash Account" means the account held by the Trustees for
the benefit of an Eligible Employee which
is funded by his Deposits;
"Company" means Vodafone Group PLC;
"Contribution" means, in relation to any Base Period,
such payment as is made by a Participating
Company pursuant to Rule 14.1 to the
Trustees;
"Deduction Date" means, in relation to any Base Period, any
Business Day in that Base Period upon
which part of an Eligible Employee's
Emoluments are paid to him;
"Deposit" in relation to any Base Period, means any
payment made by the Eligible Employee
under Rule 3.1;
"Deposit Date" means, in relation to any Base Period, the
eighth Business Day of that Base Period or
such other date as soon as possible
thereafter as the Trustees may agree with
the Company;
- 21 -
"Deposited Shares" means such of an Eligible Employee's
Qualification Shares (and, where the
context so admits, includes any related
New Shares) which are, pursuant to a
notice given by the Eligible Employee in
accordance with Rule 8 (but subject as
therein provided), held by the Trustees or
held in the PEP pursuant to the provisions
of The Qualification Scheme;
"Eligible Employee" means any individual who is eligible under
Rule 2 to participate in the Scheme on the
Qualification Date related to any Base
Period and, where the context so admits in
Rules 3.6, 5 and 6 and in Rules 8 to 33
(inclusive), such expression shall also
mean any individual who was at some time
previously an Eligible Employee but on
behalf of whom the Trustees, pursuant to
the Rules, continue to hold Deposited
Shares, Matured Shares or Appropriated
Shares;
"Emoluments" mean, in relation to any Eligible
Employee, the annual amount of such
Eligible Employee's basic salary as
specified from time to time in his
contract of employment;
"Employer" in relation to an Eligible Employee, means
the Participating Company by which he is
employed from time to time;
"Full Time Employee" means an employee whose contract of
employment with the Participating Company
requires such employee to work, or to be
available to work, for a minimum period of
16 hours per week;
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"Initial Market Value" in relation to Shares to be appropriated
to Eligible Employees on any date, the
value arrived at by dividing the
consideration paid (excluding the amount
attributable to the incidental expenses of
acquisition including for the avoidance of
doubt any stockbrokers' commission) by the
Trustees to acquire Shares in accordance
with Rule 15 by purchase through a Stock
Exchange for the purposes of that
appropriation by the total amount of
Shares so acquired, or, if no Shares were
so acquired in respect of that
appropriation or if it is otherwise deemed
applicable, such other value as may, from
time to time, be agreed between the
Commissioners of Inland Revenue and the
Trustees pursuant to paragraph 30(4)(b) of
Schedule 9;
"Jointly-owned Company" a company which is:
(a) not under the control (within the
meaning of Section 840 of the Act)
or any single person; and
(b) under the control of two persons
between them one of such persons
being the Company; and
(c) not a participating company in any
other group scheme (as those terms
are defined in paragraph 1 of
Schedule 9).
and any other company which is under the
control of a company which meets the
conditions in paragraphs (a), (b)
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and (c) above and is not itself a
participating company in any other group
scheme (as those terms are defined in
paragraph 1 of Schedule 9).
"New Shares" has the meaning ascribed to the expression
"new shares" by paragraph 5(3) of Schedule
10;
"The Ownership Scheme" means the scheme constituted by the Trust
Deed of which the Rules form a part and
Parts A and C of the Rules and those
provisions in Part D which relate to
Appropriated Shares;
"Participating Company" means the Company and any Subsidiary of
the Company or Jointly-owned Company which
is for the time being bound by the
provisions of the Trust Deed other than
solely in its capacity as Trustees hereof;
"PEP" means a Vodafone Group Single Company
Personal Equity Plan or a Vodafone Group
General Personal Equity Plan;
"Period of Retention" means -
(i) in relation to an Eligible
Employee's Appropriated Shares, the
period beginning on the date on
which those Appropriated Shares
were appropriated to him, and
(ii) in relation to an Eligible
Employee's Deposited Shares, the
period beginning on the date on
which the related Appropriated
Shares were appropriated to him and
end-
- 24 -
ing, in each case, on the earliest
of the following dates
(a) the second anniversary of that
date;
(b) the date on which the Eligible
Employee ceases to be an employee
or director of the Company or any
Participating Company by reason of
injury or disability or on account
of his being dismissed by reason of
redundancy within the meaning of
the Employment Protection
(Consolidation) Xxx 0000;
(c) the date on which the Eligible
Employee reaches age 60;
(d) the date of the Eligible Employee's
death
provided always that, for the purposes of
paragraph (b) above, an Eligible Employee
shall not be treated as ceasing to be an
employee or director until such time as he
is no longer an employee or director of
any of the Participating Companies;
"Qualification Date" in relation to any Base Period, means the
first day of that Base Period;
"The Qualification Scheme" means the scheme constituted by the Trust
Deed of which the Rules form a part and
Parts A, B and D of the Rules;
"Qualification Shares" means, in relation to any Eligible
Employee, such Shares (and, where the
- 25 -
context so admits, includes any related
New Shares) as have been acquired by the
Trustees pursuant to Rule 6 using his
Deposits and which are for the time being
held by the Trustees under the provisions
of The Qualification Scheme other than any
such Shares which are for the time being
that Eligible Employee's Deposited Shares
or Matured Shares;
"Release Date" in relation to any of an Eligible
Employee's Deposited Shares, means the
date on which the Period of Retention
terminates and, in relation to any of an
Eligible Employee's Appropriated Shares,
means the date referred to in the
definition of that term contained in
section 187 of the Act or, if earlier, the
date of his death;
"Rules" means the rules contained in this Schedule
as amended from time to time in accordance
with the provisions of these presents;
"Schedule 9" means Schedule 9 to the Act;
"Schedule 10" means Schedule 10 to the Act;
"Scheme" means the Vodafone Group Profit Sharing
Scheme constituted by these presents;
"Shares" means fully paid ordinary shares in the
capital of Vodafone Group PLC which for
the time being (for the purposes of the
Scheme) satisfy the provisions of
paragraphs 10, 11, 12 and 14 of Schedule
9;
- 26 -
"Stock Exchange" means any recognised stock exchange
(within the meaning given to that
expression by Section 841 of the Act)
through which the Trustees choose to
purchase Shares;
"Subsidiary" means any subsidiary for the time being
within the meaning of section 736 of the
Companies Xxx 0000;
"these presents" means this Trust Deed, the Rules and any
trust deed or other document executed in
accordance with the provisions of these
presents (as from time to time modified)
and expressed to be supplemental thereto;
"the Trustees" means the trustee or trustees for the time
being of the Scheme;
"Year of Assessment" has the meaning assigned to it in section
832 of the Act;
1.2 CONSTRUCTION
Where the context so admits, any reference in these presents -
(i) to words importing the singular number only shall be construed
as if they referred also to the plural number and vice versa;
(ii) to words importing the masculine gender only shall be
construed as if they referred also to the feminine gender;
(iii) to a statute or statutory provision shall be construed as if
it referred also to that provision as from time to time
amended or re-enacted, and
(iv) to notices being given in the prescribed form shall be to
notices being given in such form as may from time to time be
prescribed by the Company (with the concurrence of the
Trustees).
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1.3 HEADINGS
Headings to the Rules are inserted for convenience of reference only
and shall be ignored when construing the Rules.
2. ELIGIBILITY TO PARTICIPATE IN THE SCHEME
2.1 ELIGIBILITY
Subject as hereinafter provided, every individual who, by no later than
a Qualification Date, has entered into a contract with the Company and
the Trustees in such form as may from time to time be specified by the
Company (with the concurrence of the Trustees) and be acceptable to the
Commissioners of Inland Revenue and at that Qualification Date:
(i) (a) is then a Full Time Employee of a Participating
Company; and
(b) has been a Full Time Employee of such Participating
Company for a continuous period of not less than one
year ending on the said Qualification Date, and
(c) is then chargeable to UK income tax in respect of his
employment or office under Case I of Schedule E; or
(ii) is any other employee of a Participating Company who has been
approved by the Board for participation in the Scheme and who
has entered into a contract as aforesaid
will be eligible to participate in the Scheme to the extent provided in
the Rules in relation to the Base Period in which the Qualification
Date falls and each subsequent Base Period.
2.2 CONTRACT OF PARTICIPATION
The Company will, not later than four weeks prior to the Qualification
Date in respect of which an individual will first become eligible to
participate in the Scheme but for the fact that he has not entered into
such a contract as is mentioned in Rule 2.1, notify
- 28 -
such individual of that fact and will offer to enter into such a
contract as is therein mentioned with such individual.
2.3 Subject as provided in these presents, an individual who would be
eligible to participate in the Scheme but for the fact that he has not
entered into such a contract as is mentioned in Rule 2.1 may notify the
Company at any time of his desire to participate in the Scheme and, as
soon as is reasonably practicable thereafter, the Company and his
Employer will offer to enter into such a contract with such individual.
2.4 MATERNITY LEAVE
For the purposes of Rules 2.1, 5 and 8, a female employee, who has at
any time prior to a Qualification Date been a Full Time Employee of a
Participating Company but whose employment as such on such
Qualification Date has been suspended in circumstances such that,
pursuant to Part III of the Employment Protection (Consolidation) Xxx
0000, she has a right to return to work, shall be deemed to be a Full
Time Employee of the Participating Company at such Qualification Date,
the first Business Day or the related Base Period or at the related
Deposit Date, as the case may be, and the Rules will apply to such
employee provided always that:
2.4.1 Any amount received by such employee on such a termination
shall not form part of the Emoluments of such employee but the
Company may make such arrangements as it thinks fit for the
purpose of enabling such employee to deposit as a Deposit part
of such amount;
2.4.2 Failure of such employee to make any Deposits after such a
suspension and before she has, pursuant to Part III of the
Employment Protection (Consolidation) Xxx 0000, exercised a
right to return to work shall not be a voluntary cessation by
her of her Deposits, and
2.4.3 The provisions of Rule 28 shall not apply to her until she is
no longer capable, pursuant to Part III of the Employment
Protection (Consolidation) Xxx 0000, of exercising a right to
return to work.
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2.5 PREVIOUS EMPLOYMENT
For the purposes of Rule 2.1(i)(b), any period of employment by an
individual with the Company or any company which is a Subsidiary of the
Company or a Jointly-owned Company shall be included provided always
that such period of employment is continuous and such individual has
previously satisfied the provisions of Rule 2.1(i)(a) as an employee of
a Participating Company.
- 30 -
PART B
THE QUALIFICATION SCHEME
3. CALCULATION AND PAYMENT OF DEPOSITS
3.1 ELECTION TO PARTICIPATE
Subject to Rule 7 and as hereinafter provided, an individual, who is or
will be an Eligible Employee at the Qualification Date of a Base
Period, may give notice in writing to his Employer and the Trustees in
the prescribed form by no later than the Qualification Date of that
Base Period directing that thereafter and in each following Base Period
where such individual is an Eligible Employee on the Qualification
Date, he wishes to participate in the Qualification Scheme. Such form
of direction shall specify the amount which shall be deducted each
month from his Emoluments in any Base Period which shall be:
(a) not less than (pounds)5; and
(b) a multiple of (pounds)5 which does not exceed five per cent of
one twelfth of his Emoluments or such other maximum as the
Board may from time to time determine; or
(c) such other amounts as may from time to time be agreed in
writing with the Commissioners of Inland Revenue as being
acceptable in order to retain the status of the Scheme as an
Approved Scheme.
The said form of direction shall specify that these amounts shall be
deposited as a Deposit in his Cash Account to be held and applied by
the Trustees in accordance with Rule 4 and shall specify whether,
subject to the limitation in Rule 3.3, his Cash Account is to be used
to acquire Shares under the PEP or otherwise to acquire Shares in
accordance with the Qualification Scheme.
3.2 ALTERATION IN AMOUNT ON CONTRIBUTIONS
3.2.1 Subject to Rule 7 and as hereinafter provided, where an
Eligible Employee is participating in The Qualification
Scheme,
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he may give a notice in writing to his Employer and the
Trustees in the prescribed form by no later than the
Qualification Date of the Base Period concerned electing to
vary, subject to Rule 3.1, the amount to be deposited in his
Case Account.
3.2.2 An Eligible Employee may not give more than two notices in any
calendar year pursuant to Rule 3.2.1 electing to vary the
amount to be deposited in his Cash Account. Notwithstanding
this, he may at any time give a notice in writing to his
Employer and the Trustees in the prescribed form electing to
suspend his Deposits but any notice lifting this suspension
within ninety days after the notice electing to suspend his
Deposits shall not take effect until the Qualification Date of
the Base Period next following the expiry of that ninety day
period.
3.3 LIMIT ON CONTRIBUTIONS
Notwithstanding the foregoing provisions, the amount which an Eligible
Employee may elect to deposit in his Cash Account shall be limited so
as to ensure that the amount so deposited in any Year of Assessment
does not exceed such amount as may for the time being be permitted by
the Act as the Initial Market Value of Shares that may be appropriated
to that Eligible Employee in any Year of Assessment under the Ownership
Scheme.
3.4 DEDUCTION AND PAYMENT OF DEPOSITS
3.4.1 Subject to Rule 7 and subject as otherwise herein provided,
any Deposits which are to be made in accordance with a notice
given by an Eligible Employee in accordance with the foregoing
provisions of this Rule shall (provided that such Eligible
Employee is an Eligible Employee at the related Qualification
Date) thereafter be effected on the Deduction Dates by way of
deduction by his Employer from his Emoluments of the amounts
stated in such notice.
3.4.2 On or before the first Business Day of each Base Period each
Employer shall, in respect of each of its Eligible Employees -
(i) pay over to the Trustees for allocation to the
Eligible Employees' Cash Accounts all such sums as
have been
- 32 -
deducted from their Emoluments and not previously
paid over to the Trustees, and
(ii) notify the Trustees of the names and addresses of the
Eligible Employees in respect of whom such Deposits
have been made and the amount of the Deposits
attributable to each of such of the Eligible
Employees.
3.5 VALIDITY OF NOTICES
Subject to Rule 7 and subject as hereinafter provided, any notice given
by an Eligible Employee in accordance with the foregoing provisions of
this Rule shall remain in full force and constitute an effective and
valid authority to continue making such deductions as mentioned in Rule
3.4 unless and until such Eligible Employee is no longer an Eligible
Employee at the Qualification Date related to any Base Period or unless
and until such Eligible Employee gives a subsequent notice to his
Employer in accordance with Rule 3.2 altering the amount of his Deposit
and such subsequent notice takes effect in accordance with that Rule
3.2.
3.6 CESSATION OF EMPLOYMENT
3.6.1 Notwithstanding anything in Rule 3.5 but subject to Rule 7,
where an Eligible Employee ceases to be employed by any
Participating Company or dies, then any notice given by such
Eligible Employee in accordance with Rule 3.1 or Rule 3.2
shall remain in full force and effect and constitute an
effective and valid authority to the Employer to continue
making such deductions as are mentioned therein in accordance
with Rule 3.4 from any Emoluments of such Eligible Employee
which are payable thereafter in respect of any period prior to
such cessation or death.
3.6.2 Where an Eligible Employee ceases to be employed by any
Participating Company but becomes employed by any other
Participating Company in such a way that, in consequence of
Rule 2.5.2, he will continue to be an Eligible Employee, any
notice given by such Eligible Employee in accordance with Rule
3.1 or Rule 3.2 to the first mentioned Participating Company
or deemed to have been given to the first mentioned
Participating Company
- 33 -
pursuant to this Rule 3.6.2 shall be deemed to have been given
to the second mentioned Participating Company and, subject to
Rule 7, shall remain in full force and constitute an effective
and valid authority to the second mentioned Participating
Company to continue making such deductions as are mentioned in
accordance with Rule 3.4.
3.7 RESTRICTIONS ON DEDUCTIONS
Notwithstanding the foregoing, no deduction shall be made from any
Eligible Employee's Emoluments before the Scheme has received the
approval of the Commissioners of Inland Revenue in accordance with Part
I of Schedule 9 to the Act and the Board has by resolution determined
that the Scheme shall become operative.
4. CASH IN CASH ACCOUNT
Any Deposits of an Eligible Employee shall be held by the Trustees in
his Cash Account and shall be applied only in accordance with the
provisions of Rules 5 and 32 and shall not be transferred to him except
in accordance with the provisions of Rules 7 and 28.
5. APPLICATION OF DEPOSITS HELD IN ELIGIBLE
EMPLOYEE'S CASH ACCOUNT
In relation to each Eligible Employee's Cash Account, the Trustees
shall apply, on the eighth Business Day of a Base Period or as soon as
possible thereafter,
(i) first, the whole of the balance of the Deposits received b the
Trustees in relation to any Base Period preceding such Base
Period and then remaining in the Eligible Employee's Cash
Account, and
(ii) secondly, the whole of his Deposits received by the Trustees
in relation to such Base Period,
in the acquisition, in accordance with Rule 6 and as nominees for such
Eligible Employee or in the acquisition through the PEP via the PEP
Manager, of as many whole Shares as possible provided always that the
Trustees shall make no such application as aforesaid in respect of any
individual (other than an individual who is an employee of a
Participating Company and who has been approved for participation in
the Scheme in accordance with Rule 2.1) whom the Trustees have been
advised before that eighth Business Day is no longer a Full-Time
Employee of a Participating Company.
- 34 -
6. ACQUISITION OF QUALIFICATION SHARES
6.1 METHOD OF ACQUISITION
Any acquisition of Shares by the Trustees pursuant to Rule 5 above will
be effected either by the purchase of Shares through a Stock Exchange
or by the purchase of Shares from Eligible Employees or former Eligible
Employees wishing to dispose of their Shares in accordance with Rule
24.2.2 or any combination thereof.
6.2 CALCULATION OF SHARES TO BE ACQUIRED
6.2.1 The Trustees shall, immediately prior to such acquisition as is
mentioned in Rule 5, calculate the amount of whole Shares which can be
acquired for each Eligible Employee with the amount of cash then
standing to his credit in his Cash Account.
6.2.2 The Trustees shall then aggregate the number of Shares ascertained in
accordance with Rule 6.2.1 for all Eligible Employees and, on or as
soon as possible after the eighth Business Day of the relevant Base
Period, shall
(i) acquire the appropriate number of Shares in accordance with
Rule 6.1; or
(ii) ensure that the appropriate number of Shares is acquired under
the PEP by the PEP Manager; or
(iii) ensure that the appropriate number of Shares is acquired
partly under (i) and partly under (ii) in accordance with the
wishes of the Eligible Employees.
6.3 NATURE OF SHARES TO BE ACQUIRED
In the exercise of their duty to acquire any Shares pursuant to this
Rule, the Trustees shall endeavour to ensure that all such Shares
acquired in relation to any Base Period are acquired either all
"ex-dividend", "ex-rights" or "ex-capitalisation" or, as the case may
be, all "cum-dividend", "cum-rights" or "cum-capitalisation" (but not
partly one and partly the other).
- 35 -
7. VOLUNTARY SUSPENSION OF DEPOSITS
7.1 SUSPENSION OF DEPOSITS
An Eligible Employee may from time to time voluntarily suspend his
Deposits in relation to any Base Period and thereafter by giving notice
in writing in the prescribed form to his Employer by no later than the
fifteenth Business Day of a Base Period and such suspension shall take
effect from the Qualification Date of the following Base Period
provided always that, if such notice is received after the fifteenth
Business Day of a Base Period, such suspension shall not take effect
until the Qualification Date of the next succeeding Base Period.
7.2 APPLICATION OF DEPOSITS AFTER SUSPENSION
The Trustees shall, subject to Rule 32, transfer any moneys in the
Eligible Employee's Cash Account to the Eligible Employee as soon as
practicable after a notice given in accordance with Rule 7.1 takes
effect.
7.3 RESUMPTION OF DEPOSITS
An Eligible Employee who has suspended his Deposits in accordance with
the provisions of Rule 7.1 may, in relation to any Base Period, resume
the payment of his Deposits by giving notice to his Employer in
accordance with the provisions of Rule 3 provided always that no such
notice will take effect until the Qualification Date related to the
third calendar month following the Qualification Date in respect of
which such voluntary suspension takes effect.
8. PARTICIPATION IN THE OWNERSHIP SCHEME
8.1 METHOD OF PARTICIPATION
Any Eligible Employee who wishes to participate in relation to any Base
Period in The Ownership Scheme must deposit Shares with the Trustees or
the PEP Manager in accordance with the following provisions on or
before the Deposit Date provided that no such Eligible
- 36 -
Employee may deposit Shares unless he is either a Full Time Employee of
a Participating Company at the related Deposit Date or is an employee
of a Participating Company at the related Deposit Date who has been
approved by the Board for participation in the Scheme in accordance
with Rule 2.1.
8.2 NOTIFICATION OF DEPOSIT
8.2.1 Subject to Rule 8.1 and as hereinafter provided, any Eligible Employee
may, in relation to any Base Period, by notice in writing in the
prescribed form, notify his Employer of his desire that his
Qualification Shares should be held by the Trustees or the PEP Manager
as nominee for him but in accordance with Rule 9 and subject, where
relevant, to the other Rules and thereafter, subject as provided in
Rule 8.6, those Shares shall then be held in accordance with Rule 9
and, where relevant, such other Rules as his Deposited Shares.
8.2.2 Any notice given pursuant to Rule 8.2.1 by an Eligible Employee must be
given generally in relation to those and any future Qualification
Shares acquired on his behalf pursuant to the provisions of The
Qualification Scheme.
8.3 DEPOSITED SHARES CARRYING ADDITIONAL RIGHTS
Where all or any part of an Eligible Employee's Qualification Shares
which are deposited by such Eligible Employee in accordance with Rule
8.2 carry any rights to acquire against payment additional Shares or
rights to be allotted additional Shares then -
8.3.1 any such additional Shares acquired or allotted shall, if such
acquisition or allotment is of New Shares, form part of the Eligible
Employee's Deposited Shares; but
8.3.2 any such Eligible Employee's Employer shall be under no obligation to
make a Contribution to the Trustees under Rule 14 to enable the
Trustees to acquire Shares to match such additional Shares, whether or
not the acquisition or allotment of such additional Shares would be of
New Shares or to acquire Shares which carry such rights; and
- 37 -
8.3.3 the failure of the Trustees to acquire Shares by reason of such
Eligible Employee's Employer not making a Contribution as allowed under
Rule 8.3.2 shall not prevent such additional Shares as are mentioned in
Rule 8.3.1 as are acquired or allotted being part of the Eligible
Employee's Deposited Shares where such additional Shares are New
Shares.
8.4 BALANCE IN CASH ACCOUNT
The Trustees shall retain the balance of any Deposits received by them
and held by them in an Eligible Employee's Cash Account which have not
been duly applied by the Trustees in accordance with Rule 5 in the
acquisition of Shares or in meeting such Eligible Employee's
obligations pursuant to Rule 32 and, subject to any direction to the
contrary received from the Eligible Employee in accordance with Rule 7
and subject also to Rule 32, shall apply such balance in accordance
with, and subject to, Rule 5 in the following Base Periods.
8.5 MARKET VALUE OF DEPOSITED SHARES
The Trustees shall, as at the Deposit Date related to such Base Period,
determine the Market Value of Shares (exclusive of any rights to
acquire against payment additional stock or rights to be allotted
additional Shares if any acquisition or allotment of such additional
Shares would be of New Shares) and the maximum number of whole Shares
(exclusive of any such rights as aforesaid) which can be appropriated
to each Eligible Employee at such Market Value without the aggregate
Initial Market Value of all such Eligible Employee's Shares
appropriated to him in accordance with Rule 17 in the same Year of
Assessment exceeding the limit from time to time permitted by Rule
18.1.
8.6 LIMIT ON DEPOSITED SHARES
8.6.1 Each Eligible Employee's Deposited Shares in relation to any Base
Period shall, subject to the following provisions of this Rule 8.6, be
the Shares deposited by him in accordance with Rule 8.2.
8.6.2 Where -
- 38 -
(i) on the assumption that if all of the Shares deposited by an
Eligible Employee in relation to a Base Period were to be
matched by an equal number of Shares appropriated to him in
accordance with the following Rules, the maximum referred to
in Rule 8.5 would be exceeded, or
(ii) the Trustees are unable to match the Shares deposited by an
Eligible Employee in relation to a Base Period by reason of
Rule 18,
the number of such excess Shares or, as the case may be, the number of
such Shares shall not, subject to Rule 8.3, form part of his Deposited
Shares but shall be held by the Trustees or the PEP Manager as his
Matured Shares.
8.6.3 Where, in relation to any Base Period, any of the Shares deposited by
an Eligible Employee are not matched in that Base Period, otherwise
than for the reasons mentioned in Rule 8.6.2, by an equal number of
Shares acquired by the Trustees from Contributions paid to them by his
Employer and appropriated to him in accordance with such provisions,
the number of Qualification Shares which are not matched shall not,
subject to Rule 8.3, be Deposited Shares and shall be held by the
Trustees or the PEP Manager as his Matured Shares but, for the purposes
of this Rule 8.6.3 Shares which were acquired earlier shall be treated
as having been matched before Shares which were acquired later.
9. RESTRICTIONS ATTACHING TO ELIGIBLE EMPLOYEES' DEPOSITED SHARES
9.1 RESTRICTION
Subject to Rule 13, during the Period of Retention relating to any
Eligible Employee's Deposited Shares, the Eligible Employee shall
permit such Deposited Shares to remain under the control of the
Trustees or, as the case may be, the PEP Manager and shall not assign,
charge or otherwise dispose of his beneficial interest therein.
- 39 -
9.2 MATURED SHARES
As soon as the Period of Retention relating to any Eligible Employee's
Deposited Shares has expired, the Deposited Shares shall thereupon
cease to be Deposited Shares and shall become Matured Shares.
9.3 FIRST IN FIRST OUT
Whenever an Eligible Employee assigns, charges or otherwise disposes of
the beneficial interest in any of his Deposited Shares pursuant to Rule
9.1 or whenever the beneficial interest in such Eligible Employee's
Deposited Shares is vested in some other person and such assignment,
charge, disposal or vesting is made from a holding of an Eligible
Employee's Deposited Shares which were deposited by him at different
times then, for all the purposes of these Rules, such assignment,
charge, disposal or vesting shall be treated as being of Deposited
Shares which were deposited earlier before those which were deposited
later.
10. TRUSTEES' ACCOUNTABILITY TO AN ELIGIBLE EMPLOYEE IN RESPECT OF HIS CASH
ACCOUNT, QUALIFICATION SHARES, DEPOSITED SHARES AND MATURED SHARES
10.1 ACCOUNTABILITY
Subject to Rule 32 and subject as hereinafter provided, the Trustees
shall distribute to an Eligible Employee as soon as practicable any
money or other assets (after deducting therefrom any taxation which may
be payable by the Trustees in respect thereof) received by them in
respect of, or by reference to, his Qualification Shares, Matured
Shares and Deposited Shares other than any New Shares related to such
Qualification Shares, Matured Shares or Deposited Shares.
10.2 NOTIFICATION OF ELIGIBLE EMPLOYEE
Any notice given by the Trustees to an Eligible Employee in accordance
with Rule 20.2 shall, in addition to the information required by that
Rule, show in respect of, or by reference to, his Qualfica-
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tion Shares, Matured Shares and Deposited Shares held by them the same
information, mutatis mutandis, as is required to be given by the
Trustees to the Eligible Employee in respect of, or by reference to,
his Appropriated Shares, the balance then remaining in the Eligible
Employee's Cash Account and such other information as the Trustees
shall determine.
11. RIGHTS OFFERS IN RELATION TO ELIGIBLE EMPLOYEES' QUALIFICATION SHARES,
MATURED SHARES AND DEPOSITED SHARES
11.1 RIGHTS OFFERS
Subject as hereinafter provided in the event of any company whose
shares for the time being constitute Qualification Shares, Deposited
Shares and/or Matured Shares making an offer or invitation conferring
any rights upon its shareholders to acquire against payment additional
shares, stock, securities or rights of any description, then, as
regards any Eligible Employee's Qualification Shares, Deposited Shares
and Matured Shares, the Trustees will comply with any direction from
the Eligible Employee concerning -
(i) the sale of all of the rights,
(ii) the exercise of all of the rights provided that the Eligible
Employee has provided the Trustees with the full amount
(including any incidental cost) payable on exercise, or
(iii) the exercise of part of the rights, the full amount (including
any incidental cost) payable being provided out of the net
proceeds of sale, nil paid, of the remaining part of the
Eligible Employee's rights.
11.2 TRUSTEES' RIGHT TO TAKE NO ACTION
The Trustees may ignore and take no action in respect of any direction
from an Eligible Employee which is received by them less than five
clear Business Days before the last date for acceptance and payment of
such rights.
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11.3 NOTIFICATION TO ELIGIBLE EMPLOYEES
In the event of the Trustees receiving any such offer or invitation as
is referred to in Rule 11.1, they shall promptly notify each Eligible
Employee concerned of the rights calculated in accordance with Rule 30
which are attributable to his Qualification Shares, Deposited Shares
and Matured Shares.
11.4 ALLOCATION OF NEW SHARES
Subject to Rule 8, any New Shares related to any of an Eligible
Employee's Qualification Shares, Matured Shares or Deposited Shares
which, in accordance with the provisions of this Rule, are taken up by
the Trustees on behalf of the Eligible Employee shall form part of his
Qualification Shares, Deposited Shares or Matured Shares (as the case
may be) and shall be deemed to have been acquired or deposited or to
have become matured at the same time as, and shall be held by the
Trustees on the same term as, his Qualification Shares, Deposited
Shares or Matured Shares to which they relate and, for the avoidance of
doubt (but without prejudice to the generality of the foregoing).
11.4.1 where any New Shares relate to any of an Eligible Employee's
Qualification Shares acquired by the Trustees on his behalf
pursuant to the provisions of Rule 5, any notice given by the
Eligible Employee in relation to his Qualification Shares in
accordance with Rule 8 must, and shall be deemed to, apply to
the New Shares, and
11.4.2 where any New Shares relate to any of an Eligible Employee's
Qualification Shares in respect of which he has already given
a notice pursuant to Rule 8, the notice shall be deemed to
include the New Shares.
12. CAPITALISATION ISSUES IN RELATION TO ELIGIBLE EMPLOYEES' QUALIFICATION
SHARES, MATURED SHARES AND DEPOSITED SHARES
Subject to Rule 8, in the event of any company whose shares for the
time being constitute Shares allotting any New Shares to the Trustees
or PEP Manager, as the case may be, in respect of an Eligible
Employee's Qualification Shares, Matured Shares or
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Deposited Shares such New Shares shall form part of his Qualification
Shares, Deposited Shares or Matured Shares (as the case may be) and
shall be deemed to have been acquired or deposited or matured at the
same time as, and shall be held by the Trustees on the same terms as,
his Qualification Shares, Deposited Shares or Matured Shares to which
they relate and, for the avoidance of doubt (but without prejudice to
the generality of the foregoing) -
(i) where any such New Shares related to any of an Eligible
Employee's Qualification Shares acquired by the Trustees or
the PEP Manager, as the case may be, on his behalf pursuant to
the provisions of Rule 5, any notice given by the Eligible
Employee in relation to his Qualification Shares in accordance
with Rule 8 must, and shall be deemed to, apply to the New
Shares, and
(ii) where any New Shares related to any of an Eligible Employee's
Qualification Shares in respect of which he has already given
a notice pursuant to Rule 8, the notice shall be deemed to
include the New Shares.
13. TAKEOVERS AND OTHER TRANSACTIONS AFFECTING AN ELIGIBLE EMPLOYEE'S
QUALIFICATION SHARES, MATURED SHARES OR DEPOSITED SHARES
The provisions of Rule 23 shall, in relation to any Eligible Employee's
Qualification Shares, Matured Shares or Deposited Shares, apply,
mutatis mutandis, as those provisions apply in relation to an Eligible
Employee's Appropriated Shares as if references therein to Appropriated
Shares were references to Qualification Shares, Matured Shares or
Deposited Shares save only that the references following the end of
Rule 23.13(b) and in Rule 23.2 to Appropriated Shares and Rule 19
shall, for the purposes of this Rule, be construed as references to
Deposited Shares and Rule 9 respectively.
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PART C
THE OWNERSHIP SCHEME
14. CALCULATION AND PAYMENT OF CONTRIBUTIONS
14.1 OBLIGATION OF A PARTICIPATING COMPANY TO MAKE A CONTRIBUTION
Subject as otherwise hereinafter provided, in respect of each Base
Period each Participating Company shall, in accordance with the
following provisions, make a Contribution to the Trustees for the
benefit of each of its Eligible Employees who has deposited Shares with
the Trustees or the PEP Manager pursuant to Rule 8 on or before the
Deposit Date of that Base Period.
14.2 NOTIFICATION OF SHARES TO BE ACQUIRED
At or before the Deposit Date relating to the Base Period, the Trustees
will notify each Participating Company of the total number of Shares
which have been deposited with the Trustees or the PEP Manager by the
Eligible Employees of such Participating Company in relation to that
Base Period and which in accordance with the provisions of Rule 8 are
or are likely to be such Eligible Employees' Deposited Shares.
14.3 AMOUNT OF EACH PARTICIPATING COMPANY'S CONTRIBUTION
Each Participating Company will thereafter be under an obligation to
pay to the Trustees in accordance with Rule 14.4 such amount as the
Trustees require in order to acquire Shares equal in number to the
total Shares referred to in Rule 14.2.
14.4 PAYMENT OF PARTICIPATING COMPANY'S CONTRIBUTION
The amount of any Contribution to be made by each Participating Company
will be paid to the Trustees by no later than the day upon which the
Trustees require such Contributions in order to pay for the Shares
acquired pursuant to Rule 15.
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14.5 NOTIFICATION OF PARTICIPATING COMPANY OF SHARES ACQUIRED
The Trustees shall notify each Participating Company of the date upon
which the Contributions related to any Base Period have been fully
applied pursuant to these Rules in the acquisition of Shares.
14.6 NOTIFICATION OF EVENT DISQUALIFYING ELIGIBLE EMPLOYEE FROM
PARTICIPATION
A Participating Company shall immediately notify the Trustees of any
event which disqualifies or otherwise makes an Eligible Employee, who
is employed by it, ineligible to have Shares appropriated to him in
relation to a current or subsequent Base Period.
15. APPLICATION OF CONTRIBUTIONS
Subject as hereinafter provided and following upon the determination in
accordance with Rule 14 of the aggregate Contributions to be paid by
the Participating Companies in relation to any Base Period, the
Trustees shall acquire on the Deposit Date of that Base Period, or as
soon as reasonably practicable thereafter, the number of Shares
ascertained in accordance with Rule 14.2 required for appropriation in
accordance with Rule 17 amongst the Eligible Employees of such
Participating Companies.
16. ACQUISITION OF SHARES
16.1 METHOD OF ACQUISITION
Subject as hereinafter provided, any acquisition of Shares by the
Trustees pursuant to Rules 15 and 31 will be effected either by the
purchase of Shares through a Stock Exchange or by the purchase of
Shares from Eligible Employees or former Eligible Employees wishing to
dispose of their Shares in accordance with the Rules or by the purchase
of Shares from the PEP or by the purchase of Shares from other
shareholders or any combination thereof.
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16.2 NATURE OF SHARES TO BE ACQUIRED
In the exercise of their duty to acquire any Shares pursuant to Rule
15, the Trustees shall ensure that the Shares acquired conform with the
requirements laid down by paragraph 12(1) of Schedule 9 and shall
endeavour, so far as is consistent with their other duties under the
Rules, to ensure that all such Shares acquired in relation to any Base
Period are either acquired all "ex-dividend", "ex-rights" or
"ex-capitalisation" or, as the case may be, all "cum-dividend",
"cum-rights" or "cum-capitalisation".
16.3 SHARES CARRYING DIFFERENT RIGHTS
If, in the exercise of their duty to acquire any Shares pursuant to
Rule 15, some (but not all) of the Shares acquired by the Trustees
carry, or the Trustees otherwise become entitled in respect of some
(but not all) of the Shares prior to the appropriation thereof to, any
rights to acquire against payment, or to be allotted, additional
shares, stock or rights of any decision, the Trustees shall use their
best endeavours to sell those rights for the best consideration in
money reasonably obtainable at the time and shall (after providing for
any expenses of sale and any taxation payable by the Trustees in
respect thereof) retain the net proceeds of sale and apply them in
meeting the costs and expenses of administering the Scheme (other than
such costs and expenses as are payable by Eligible Employees under Rule
32) or in a future acquisition of Shares.
If, in the exercise of their duty to acquire Shares pursuant to Rule
15, some (but not all) of the Shares acquired by the Trustees carry the
right to receive any dividends or any other distribution, which has
been declared, the Trustees shall appropriate that number of the Shares
carrying such right amongst Eligible Employees as nearly as possible in
the same proportions as the number of Shares acquired upon that
occasion for each Eligible Employee bears to the total acquisition
under Rule 15.
16.4 INCIDENTAL COST OF ACQUISITION
The Participating Companies will pay to the Trustees on demand the
incidental cost incurred by the Trustees in relation to the acquisition
of Shares for the purposes of any appropriation following
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a Base Period such costs to be borne by the Participating Companies in
such proportions as the Company shall decide.
17. APPROPRIATION TO AN ELIGIBLE EMPLOYEE
17.1 TIME OF APPROPRIATION
The appropriation of Shares acquired by the Trustees pursuant to Rule
16 in relation to any Base Period shall be effected by the Trustees on
a single date as soon as practicable after the acquisition of all such
Shares has been completed in accordance with the following paragraphs.
17.2 SHARES TO BE APPROPRIATED
Subject to Rule 18 and subject as hereinafter provided, the Trustees
will appropriate to each Eligible Employee on the related Deposit Date
within five Business Days thereafter a number of whole Shares equal to
the number of Shares deposited by the Eligible Employees with the
Trustees or the PEP Manager in relation to that Base Period and which
in accordance with the provisions of Rule 8 are his Deposited Shares.
17.3 INSUFFICIENT SHARES
If, for any reason, the Trustees are unable to acquire sufficient
Shares pursuant to Rule 16 to make an appropriation as contemplated
under Rule 17 within five Business Days after the related Deposit Date,
the Trustees shall, as directed by the Board -
(i) appropriate such Shares as they have acquired proportionately
amongst the Eligible Employees referred to in Rule 17.2; or
(ii) retain such Shares for the purpose of a future appropriation
of Shares.
17.4 DIVIDENDS PRIOR TO APPROPRIATION
If, prior to the appropriation of any Shares under this Rule 17, the
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Trustees receive any dividends in respect of those Shares, they shall
(after providing for any taxation which may be payable by the Trustees
in respect thereof) retain the balance to be used in meeting the costs,
expenses and charges of managing and administering the Scheme (other
than such costs and expenses as are payable by Eligible Employees under
Rule 32).
18. RESTRICTIONS ON APPROPRIATION
18.1 INITIAL MARKET VALUE
The Initial Market Value of the Shares appropriated by any Eligible
Employee in any Year of Assessment under the Scheme shall not exceed
such amount as may for the time being be permitted by paragraph 30(3)
of Schedule 9.
18.2 PARTICIPATION IN ANOTHER APPROVED SCHEME
No Shares shall be appropriated to an Eligible Employee who is
precluded from having Shares appropriated to him by virtue of paragraph
35(2) of Schedule 9.
18.3 CESSATION OF EMPLOYMENT
The Trustees shall not appropriate Shares to an individual whom the
Trustees have been advised in writing by the Employer is no longer a
Full Time Employee of a Participating Company except an individual who
is an employee of a Participating Company who has been approved by the
Board for participating in the Scheme in accordance with Rule 2.1.
18.4 STATUTORY PROHIBITION
The Trustees shall not -
(i) appropriate Shares to an Eligible Employee who is required by
paragraph 8 of Schedule 9 to be precluded from having Shares
appropriated to him; or
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(ii) appropriate Shares to an Eligible Employee which do not
satisfy the conditions set out in paragraphs 10, 11, 12 and 14
of Schedule 9.
18.5 UNAPPROPRIATED SHARES
If the Trustees are prohibited from appropriating to an Eligible
Employee any Shares by virtue of any of the provisions of this Rule 18,
the Trustees shall, as directed by the Board -
(i) retain such Shares for the purposes of a future appropriation
of Shares, or
(ii) use their best endeavours to sell such Shares for the best
consideration in money reasonably obtainable at the time and
(after providing for any expenses of sale and any taxation
which may be payable by the Trustees in respect thereof)
retain the net proceeds of sale to be used either in meeting
the costs, charges and other expenses of managing and
administering the Scheme (other than such costs and expenses
as are payable by Eligible Employees under Rule 32) or in
acquiring Shares in relation to any future acquisition of
Shares.
19. RESTRICTIONS ATTACHING TO AN ELIGIBLE EMPLOYEE'S APPROPRIATED SHARES
19.1 DURING PERIOD OF RETENTION
Subject to Rule 23, during the Period of Retention relating to any of
an Eligible Employee's Appropriated Shares, he shall permit them to
remain registered in the names of the Trustees and shall not assign,
charge or otherwise dispose of his beneficial interest therein.
19.2 PRIOR TO RELEASE DATE
At any time after the expiry of the Period of Retention related to any
of an Eligible Employee's Appropriated Shares and prior to the relevant
Release Date, such Eligible Employee
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19.2.1 may not direct the Trustees, except as provided in Rules 19.2.2 or
19.2.3, to dispose of any such Shares in any other way except by sale
for the best consideration in money as can reasonably be obtained at
the time;
19.2.2 may only direct the Trustees to transfer any such Shares to him if,
before the transfer takes place, he pays the Trustees such sum on
account of income tax as the Trustees may require from him pursuant to
paragraph 2(2)(c) of Schedule 9; and
19.2.3 may not agree with the Trustees to sell the beneficial interest in any
such Shares to the Trustees except for cash as a price equal to that
which the Trustees would have been required to obtain had they
simultaneously sold such Shares themselves pursuant to a direction
under Rule 19.2.1.
19.3 MATURED SHARES
As soon as the Release Date relating to any Eligible Employee's
Appropriated Shares has occurred, such Appropriated Shares shall
thereupon cease to be Appropriated Shares and shall become Matured
Shares.
20. TRUSTEES' ACCOUNTABILITY TO AN ELIGIBLE EMPLOYEE IN RESPECT OF HIS
APPROPRIATED SHARES
20.1 ACCOUNTABILITY
Subject to Rule 32 and subject as hereinafter provided, the Trustees
shall distribute to an Eligible Employee as soon as practicable any
money or other assets (after deducting therefrom any taxation which may
be payable to the Trustees in respect thereof) received by them in
respect of, or by reference to, his Appropriated Shares excluding
20.1.1 any New Shares to those Appropriated Shares;
20.1.2 such amount of any sum so received as the Trustees may be obliged
under paragraph 7 of Schedule 10 to pay to a company therein mentioned,
and
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20.1.3 such part of any sum so received as the Trustees may be obliged to
deduct in respect of income tax under paragraph 7 of Schedule 10.
20.2 NOTIFICATION
20.2.1 The Trustees shall, at least once in each period of six months, give
each Eligible Employee notice in writing showing, inter alia the amount
of Shares appropriated to him since the last notification given to him
under this Rule, the Initial Market Value of such Appropriated Shares
and the date of appropriation of such Appropriated Shares, and the
total number of his Appropriated Shares related to any previous Base
Period.
20.2.2 When an Eligible Employee's Appropriated Shares are transferred to him
or is sold on his behalf, the Trustees shall as soon as practicable
thereafter notify him in writing of the details of any such
transaction.
21. RIGHTS OFFERS IN RELATION TO ELIGIBLE EMPLOYEES' APPROPRIATED SHARES
21.1 RIGHTS OFFERS
Subject as hereinafter provided, in the event of any company whose
shares for the time being constitute Appropriated Shares making an
offer or invitation conferring any rights upon its shareholders to
acquire against payment additional shares, stock, securities or rights
of any description, then, as regards any Eligible Employee's
Appropriated Shares, the Trustees will comply with any direction from
the Eligible Employee concerning -
(i) the sale of all of the rights,
(ii) the exercise of all of the rights provided that the Eligible
Employee has provided the Trustees with the full amount
(including any incidental cost) payable on exercise, or
(iii) the exercise of part of the rights, the full amount
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(including any incidental cost) payable being provided out of
the net proceeds of sale, nil paid, of the remaining part of
the Eligible Employee's rights.
21.2 TRUSTEES' RIGHT TO TAKE NO ACTION
The Trustees may ignore and take no action in respect of any direction
from an Eligible Employee which is received by them less than five
clear Business Days before the last date for acceptance and payment of
such rights.
21.3 NOTIFICATION TO ELIGIBLE EMPLOYEES
In the event of the Trustees receiving any such offer or invitation as
is referred to in Rule 21.1, they shall, in addition to their
obligation pursuant to Rule 33, notify the Eligible Employees concerned
of the rights calculated in accordance with the provision of Rule 30
which are attributable to the Appropriated Shares of each such Eligible
Employee.
21.4 NEW SHARES
Subject to the Act, any New Shares related to any of an Eligible
Employee's Appropriated Shares which, in accordance with the provisions
of this Rule, are taken up by the Trustees on his behalf shall form
part of his Appropriated Shares and shall be deemed to have been
appropriated at the same time as, and shall be held by the Trustees on
the same term as, his Appropriated Shares to which they relate.
22. CAPITALISATION ISSUES IN RELATION TO ELIGIBLE EMPLOYEE'S APPROPRIATED
SHARES
In the event of any company whose shares for the time being constitute
Appropriated Shares allotting any New Shares in respect of an Eligible
Employee's Appropriated Shares, such New Shares shall form part of his
Appropriated Shares and shall be deemed to have been appropriated at
the same time as, and shall be held by the Trustees on the same terms
as, his Appropriated Shares to which they relate.
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23. TAKEOVERS AND OTHER TRANSACTIONS AFFECTING ELIGIBLE EMPLOYEES'
APPROPRIATED SHARES
23.1 TAKEOVERS
In the event that -
23.1.1 an offer is made to acquire any Eligible Employee's Appropriated Shares
in circumstances such that acceptance thereof will result in a new
holding (as defined in section 77 of the Capital Gains Tax Act 1979)
being equated with those Appropriated Shares for the purposes of
Capital Gains Tax; or
23.1.2 an offer is made to acquire any Eligible Employee's Appropriated Shares
as part of a general offer made to holders of securities of the same
class as those Appropriated Shares for a cash consideration, with or
without other assets, and is also made in the first instance on a
condition such that if it is satisfied the person making the offer will
have control of the company concerned (within the meaning of section
416 of the Act); or
23.1.3 a transaction is proposed which affects an Eligible Employee's
Appropriated Shares or such of them as are of a particular class and
such transaction would be entered into pursuant to a compromise,
arrangement or scheme applicable to or affecting:
(a) all the ordinary share capital of the company concerned or, as
the case may be, all the shares of the class in question; or
(b) all the shares or shares of the class in question, which are
held by a class of shareholders identified otherwise than by
reference to their employment or their participation in an
Approved Scheme
then, notwithstanding anything in Rule 19.1, an Eligible Employee may
direct the Trustees in writing in the prescribed form to accept such
offer or, as the case may be, agree to such compromise, arrangement or
scheme in respect of his Appropriated Shares.
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23.2 OTHER TRANSACTIONS
In the event that any offer is made or any compromise, arrangement or
scheme is proposed affecting any of an Eligible Employee's Appropriated
Shares which does not fall within Rule 23.1, then the Eligible Employee
concerned may only direct the Trustees to accept such offer or, as the
case may be, agree to such compromise, arrangement or scheme to the
extent that to do so would not constitute or result in a breach of Rule
19.
23.3 NOTIFICATION
The Trustees will promptly take all reasonable steps to notify Eligible
Employees of the principal terms of any offer, compromise, arrangement
or scheme falling within this Rule 23 and, in the absence of any
direction from an Eligible Employee as to how they should act thereon
in respect of his Appropriated Shares, the Trustees shall not take any
action in respect thereof, save as required by law.
23.4 NEW SHARES
Subject to the Act, any New Shares related to any of an Eligible
Employee's Appropriated Shares which, in accordance with the provisions
of this Rule 23, are taken up by the Trustees on his behalf shall form
part of his Appropriated Shares and shall be deemed to have been
appropriated at the same time as, and shall be held by the Trustees on
the same term as, his Appropriated Shares to which they relate.
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PART D
PROVISIONS APPLICABLE TO BOTH THE QUALIFICATION SCHEME AND THE OWNERSHIP SCHEME
24. DEALINGS WITH ELIGIBLE EMPLOYEE'S MATURED SHARES AND APPROPRIATED
SHARES
24.1 TRUSTEES AS NOMINEES
Subject as provided in these Rules, the Trustees shall hold any
Eligible Employee's Matured Shares as nominee for him and shall,
subject as hereinafter provided, take such action in respect of such
Matured Shares as he directs by notice in writing in the prescribed
form including, with prejudice to the generality of the foregoing, to
transfer to him, or otherwise deal with, or dispose of, on his behalf,
his Matured Shares.
24.2 DISPOSAL OF MATURED OR APPROPRIATED SHARES
24.2.1 If an Eligible Employee wishes the Trustees to dispose of all or any
part of his Matured Shares or Appropriated Shares, such Eligible
Employee must be given notice in writing in the prescribed form to the
Trustees provided always that if the notice requests the Trustees to
dispose of Matured Shares or Appropriated Shares in excess of the
number then held by the Trustees on his behalf, the notice shall be
nevertheless effective as regards the number of Matured Shares or
Appropriated Shares held by the Trustees on his behalf.
24.2.2 Whenever an Eligible Employee gives a notice in accordance with the
provisions of Rule 24.2.1, the Trustees may, if they so desire and
provided that such action in consistent with their obligations
hereunder, treat such notice as an offer on the part of the Eligible
Employee to sell to the Trustees the beneficial interest in all or any
part of his Matured Shares or Appropriated Shares as is referred to in
the notice and the Trustees may, instead of selling such Matured Shares
or Appropriated Shares, purchase all or any part of such Matured Shares
or Appropriated Shares for the same price as would have been
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obtained had such Matured Shares or Appropriated Shares been sold in
accordance with the following provisions of this Rule.
24.2.3 The Trustees shall (subject, in the case of an Eligible Employee's
Appropriated Shares, to the provisions of Rule 19) then use their best
endeavours to dispose of his Matured Shares or Appropriated Shares or
to purchase the beneficial interest therein as specified in Rule
24.2.4.
24.2.4 Subject to Rule 24.2.5, in the case of notices given by Eligible
Employees in accordance with Rule 24.2.4, and received by the Trustees
on or before the last Business Day of any Base Period, the disposal or
purchase, as the case may be, will be effected by the Trustees on the
Deposit Date falling in the immediately following Base Period.
24.2.5 If the Trustees are unable to dispose of any part of an Eligible
Employee's Matured Shares or Appropriated Shares (otherwise than by
reason of Rule 19) in respect of which they have received a notice of
pursuant to Rule 24.2.1 on the date specified in Rule 24.2.2, they
shall use their best endeavours to dispose of such part of the Matured
Shares or Appropriated Shares on the next succeeding Deposit Date and
so on or, if they so wish, to acquire the beneficial interest therein
but the Trustees shall be under no obligation to dispose of, or to
acquire the beneficial interest in, any part of such Matured Shares or
Appropriated Shares on any Business Day of any Base Period other than
that which is specified in Rule 24.2.4.
24.3 PROCEEDS OF SALE
Subject to Rule 32 and, in the case of Appropriated Shares, to the
provisions of Rule 20 any sale proceeds received by the Trustees on
disposing of an Eligible Employee's Matured Shares or Appropriated
Shares or any sums due from the Trustees to such Eligible Employee on
acquiring the beneficial interest in all or any part his Matured Shares
or Appropriated Shares shall be transferred promptly to such Eligible
Employee.
24.4 TRANSFER OF MATURED OR APPROPRIATED SHARES
If an Eligible Employee wishes the Trustees to transfer to him or
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any other person all or any part of his Matured Shares or Appropriated
Shares, such Eligible Employee must give notice in writing in the
prescribed form to the Trustees whereupon, subject to the provisions of
Rules 19.2.2 and 32, the Trustees shall give effect to the transfer as
soon as reasonably practicable thereafter provided always that, if such
notice requests the Trustees to dispose of Matured Shares or
Appropriated Shares in excess of the number then held by the Trustees
on behalf of such Eligible Employee, such notice shall nevertheless be
effective as regards the number of Matured Shares and Appropriated
Shares held by the Trustees on his behalf.
24.5 FIRST IN FIRST OUT
Whenever an Eligible Employee assigns, charges or otherwise disposes of
the beneficial interest in his Appropriated Shares or Matured Shares or
whenever the beneficial interest in such Appropriated Shares or Matured
Shares is vested in some other person or whenever the Trustees sell
such Appropriated Shares or Matured Shares on behalf of such Eligible
Employee and such assignment, charge, disposal, sale or vesting is made
from a holding of an Eligible Employee's Matured Shares and, in any of
such cases, the Shares comprised in such holding were appropriated or,
as the case may be, matured at different times, the assignment, charge,
disposal, sale or vesting shall be treated as being of such Shares as
were appropriated or, as the case may be, matured earlier before those
which were appropriated or matured later.
25. SHAREHOLDERS' NOTICES
The Company or the Trustees will promptly provide all Eligible
Employees on whose behalf the Trustees hold Deposited Shares,
Appropriated Shares or Matured Shares with copies of all notices,
circulars and other documents sent to shareholders.
26. EXPLANATORY BOOKLET
The Company will issue a booklet to each Eligible Employee ex-
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plaining the operation of the Scheme and, inter alia, giving
information concerning the manner and circumstances in which
directions, agreements or notices may be given to the Trustees in
respect of an Eligible Employee's Appropriated Shares.
27. VOTING RIGHTS
27.1 The voting rights in respect of an Eligible Employee's Qualification
Shares or Matured Shares or, subject to Rules 9 and 19, an Eligible
Employee's Deposited Shares or Appropriated Shares held by the Trustees
shall, in so far as is practicable, be exercised by the Trustees in
accordance with any written directions in the prescribed form given by
such Eligible Employee and, in the absence of any such direction, the
Trustees shall not exercise such voting rights.
27.2 The Trustees shall not exercise any voting rights in respect of any
Shares held by them which have not been allocated to Eligible Employees
hereunder.
28. TERMINATION OF EMPLOYMENT
28.1 GENERAL
If an Eligible Employee ceases to be employed by any Participating
Company or dies, then the Rules set out in the Scheme shall, where the
context so admits, continue to apply save as provided in the following
provisions of this Rule and subject to Rule 32.
28.2 CASH ACCOUNT
Subject to Rule 5, the Trustees shall as soon as reasonably practicable
after the cessation as is mentioned in Rule 28.1 transfer to such
Eligible Employee any moneys standing to his credit in his Cash
Account.
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28.3 TRANSFER OF SHARES
Subject to Rule 28.4, the Trustees shall forthwith upon the expiration
of ninety days after ceasing to hold any Appropriated Shares on behalf
of an Eligible Employee transfer to such Eligible Employee any of his
Matured Shares still held by them on his behalf and in respect of which
such Eligible Employee has not given a notice in writing to the
Trustees pursuant to Rule 24.2.1.
28.4 DEATH
28.4.1 If an Eligible Employee dies then, subject as hereinafter provided, the
Trustees shall transfer to the legal personal representatives of such
Eligible Employee at their request such of his Matured Shares as are
still held on his behalf by the Trustees and any moneys standing to the
credit of such Eligible Employee in his Cash Account provided always
that the Trustees shall not be obliged to continue to hold such Matured
Shares for longer than six months after the Eligible Employee's death.
28.4.2 If an Eligible Employee ceases to be employed as mentioned in Rule 28.1
or dies after the Qualification Date relating to a Base Period, all the
Shares then held by the Trustees as his Qualification Shares shall
thereupon become his Matured Shares.
28.4.3 Where an Eligible Employee dies, then his legal personal
representatives may, by giving notice in writing to the Trustees in the
prescribed form, request the Trustees to sell all of the Eligible
Employee's Matured Shares pursuant to Rule 24.2.1 and in such a case
the provisions of Rule 24.2.4 will not apply if the Eligible Employee
has previously given a notice in accordance with the provisions of Rule
24.2.1 in the same Year of Assessment.
28.5 COMPENSATION
In no circumstances shall an Eligible Employee who ceases to be an
employee of any of the Participating Companies or the Company any
Subsidiary of the Company by reason of dismissal or otherwise howsoever
be entitled to claim against any of the Participating Com-
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panies, the Company or any of such Subsidiaries any compensation for or
in respect of any consequential loss he may suffer by reason of the
operation of the Rules or of his inability to participate in the Scheme
following upon such cessation.
29. DIVIDENDS
Where the Trustees receive any dividends in respect of their holding of
Eligible Employees' Qualification Shares, Deposited Shares,
Appropriated Shares and Matured Shares, they shall -
(i) divide the resultant amount by the total of all such Eligible
Employees' Qualification Shares, Deposited Shares,
Appropriated Shares and Matured Shares held by them and in
respect of which such dividends were paid;
(ii) distribute to each Eligible Employee concerned as soon as
reasonably practicable thereafter such amount as is found by
multiplying the amount ascertained by the calculation referred
to in paragraph (i) by the total of all such Eligible
Employee's Qualification Shares, Deposited Shares,
Appropriated Shares and Matured Shares in respect of which
such dividends were paid rounded to the nearest whole xxxxx;
(iii) provide each Eligible Employee with details of any tax credit
in respect of payments made under this Rule; and
(iv) retain any amount not distributed to be used in meeting the
costs, expenses and charges of managing and administering the
Scheme (including any such costs and expenses as are payable
by Eligible Employees under Rule 32).
30. FRACTIONS ARISING FROM THE ISSUE OF NEW SECURITIES
30.1 ALLOCATION AMONGST ELIGIBLE EMPLOYEES
30.1.1 If the Trustees become entitled to receive any shares, stock,
securities or other rights in respect of their holding of
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Eligible Employees' Qualification Shares, Matured Shares, Deposited
Shares or Appropriated Shares, the Trustees shall allocate such shares,
stock, securities or other rights among the Eligible Employees
concerned on a proportionate basis.
30.1.2 If such allocation by reference to the aggregate of Qualification
Shares, Matured Shares, Deposited Shares or Appropriated Shares
attributable to an Eligible Employee should give rise to a fraction of
a share, stock, security or right, the Trustees shall round such
aggregate allocation down to the next whole share, stock, security or
right. If, having allocated the said shares, stock, securities or
rights on the foregoing basis, the Trustees have remaining any shares,
stock, securities or rights, which, if so allocated, would give rise to
fractions, the Trustees shall use all reasonable endeavours to sell
such shares, stocks, securities or rights and shall distribute the
proceeds of sale thereof (after deducting any expenses of sale and any
taxation which may be payable by the Trustees in respect thereof) to
the Eligible Employees concerned in due proportion provided that any
such proceeds which are due to an Eligible Employee are less than
(pounds) 2.50 shall be retained by the Trustees to be used in meeting
the costs, expenses and charges of managing and administering the
Scheme (including any such costs and expenses as are payable by
Eligible Employees under Rule 32).
30.2 ALLOCATION AMONGST AN ELIGIBLE EMPLOYEE'S SHARES
Where the Trustees have allocated the said shares, stock, securities or
rights in accordance with the provisions of Rule 30.1 to each Eligible
Employee the Trustees shall then allocate the said shares, stock,
securities or rights to such Eligible Employee on a proportionate basis
by reference to his Qualification Shares, Matured Shares, Deposited
Shares or Appropriated Shares and by reference to the relative times of
acquisition or appropriation (as the case may be) of such Qualification
Shares, Matured Shares, Deposited Shares or Appropriated Shares and, if
such allocation should give rise to a fraction of a share, stock,
security or right, the Trustees shall round such allocation up or down
to the next whole share, stock, security or right as they in their
absolute discretion think fit.
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31. ERRORS AND OMISSIONS
31.1 GENERAL
If, in relation to any Base Period, as a result of an error or omission
either a Participating Company fails to make a Contribution to the
Trustees which is attributable to an Eligible Employee pursuant to
these Rules within the period contemplated by Rule 14 or Shares to
which an Eligible Employee is entitled pursuant to these Rules is not
acquired on his behalf within the period contemplated by Rule 6 or is
not appropriated to him within the period contemplated by Rule 17, the
Company, the Participating Company and the Trustees may, but without
obligation so to do, do all such acts and things as may be agreed with
the Commissioners of Inland Revenue to enable the Trustees to receive a
Contribution, acquire and appropriate to the Eligible Employee the
number of Shares necessary to put that Eligible Employee in the
position he would have been in but for such failure or want to
appropriation and agree, where relevant, the Initial Market Value
attributable to such Shares notwithstanding that such actions may fall
outside the time limits contemplated by or otherwise conflict with the
other provisions of these Rules provided always that the Trustees shall
not be obligated to incur any liability (whether actual or contingent)
without being funded or indemnified to their satisfaction.
31.2 NO LIABILITY
The Trustees, the Company and the Participating Company shall have no
liability whatsoever to an Eligible Employee or to any person in whom
the beneficial interest in that Eligible Employee's Qualification
Shares, Matured Shares, Deposited Shares, Appropriated Shares or any
amount in such Eligible Employee's Cash Account is for the time being
vested or the legal personal representatives of that Eligible Employee
or person in respect of any notification, document or communication
given by such Eligible Employee, person or legal personal
representative or for the failure to carry out any instruction or
request contained therein, whether wholly or partially.
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32. COSTS AND EXPENSES
32.1 BY THE PARTICIPATING COMPANIES
Subject to the following provisions of this Rule, all costs, expenses,
charges and other liabilities of, and incidental to, the administration
of the Scheme shall be payable to the Trustees who shall be entitled to
recover such costs and expenses and to be indemnified against such
liabilities (and, if they so require, to be funded and/or indemnified
in advance to their satisfaction) by the Company and the Participating
Companies in such proportions as the Company shall decide.
32.2 BY THE ELIGIBLE EMPLOYEES
Subject to Rule 32.3, all the costs and expenses (including, without
prejudice to the generality of the forgoing, all stamp duty and
brokerage fees) arising as a result of any disposal on behalf of, or
any transfer to, an Eligible Employee of his Qualification Shares,
Deposited Shares, Matured Shares or Appropriated Shares shall unless
the Company directs otherwise be payable to the Eligible Employee on
whose behalf such transaction is carried out or by whom such
instruction is given.
32.3 ALLOCATION AMONGST ELIGIBLE EMPLOYEES
Where, on any one day, the Trustees carry out any of the transactions
as mentioned in Rule 32.2 on behalf of more than one Eligible Employee,
the aggregate of such costs and expenses as are mentioned in Rule 32.2
in respect of such transactions may be allocated amongst each of the
Eligible Employees concerned in such transactions on a proportionate
basis by reference to the proportion which the number of such Eligible
Employee's Qualification Shares, Deposited Shares, Matured Shares or
Appropriated Shares concerned in any of such transactions bears to the
total of all Eligible Employees' Shares, Deposited Shares, Matured
Shares or Appropriated Shares concerned in such transactions on behalf
of each Eligible Employee. To the extent that such allocation results
in any part of the costs and expenses payable by an Eligible Employee
amounting to a fraction of less than one xxxxx, then the Trustees may
round such
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costs up or down to the nearest whole xxxxx and any surplus thereby
arising shall be retained by the Trustees to meet the incidental costs
and expenses subsequently payable by Eligible Employees by virtue of
this Rule.
32.4 WITHDRAWAL OF AMOUNTS FROM CASH ACCOUNTS
The Trustees shall be entitled to withdraw from any Eligible Employee's
Cash Account such costs, expenses, charges and other amounts due to
them from such Eligible Employee pursuant to Rule 32.2 and shall be
entitled to retain the Share Certificates of any of such Eligible
Employee's Shares until such Eligible Employee has reimbursed them for
any of such costs, expenses, charges and other amounts.
33. DIRECTIONS AND NOTICES
33.1 TO THE TRUSTEES
To be valid any direction, agreement or notice given to the Trustees or
any Participating Company by an Eligible Employee or in respect of an
Eligible Employee's Qualification Shares, Matured Shares, Deposited
Shares, Appropriated Shares or Cash Account must be given in writing in
the prescribed form and signed (or purport to be signed) by such
Eligible Employee, his legal personal representatives or any other
person in whom the beneficial interest in such Qualification Shares,
Matured Shares, Deposited Shares or Appropriated Shares vested on his
insolvency or otherwise by operation of law. Subject to Rule 23.3 any
such direction, agreement or notice shall be deemed to have been given
only when it is received by the Trustees or the Participating Company,
as the case may be, and for these purposes such direction, agreement or
notice shall be deemed to receive by the Trustees or the Participating
Company, as the case may be, when it is addressed to, and received by
the Company or to such other address as may from time to time be
notified to the Eligible Employees concerned.
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33.2 TO AN ELIGIBLE EMPLOYEE
Any notification, document, payment or other communication to be given
to an Eligible Employee hereunder may be given by delivery to him (if
he is still an employee of any Participating Company) at his place of
work or sent by ordinary post to the Eligible Employee's address as
shown in the Trustees' records for the time being or to such other
address as has been notified to the Trustees by the legal personal
representatives of such Eligible Employee or any other person in whom
the beneficial interest in such Eligible Employee's Qualification
Shares, Matured Shares, Deposited Shares or Appropriated Shares has
vested on such Eligible Employee's insolvency or otherwise by operation
of law. The Trustees, the Company and the related Employer shall not be
concerned to see that any Eligible Employee or any person in whom the
beneficial interest in that Eligible Employee's Qualification Shares,
Matured Shares, Deposited Shares, Appropriated Shares or Cash Account
is for the time being vested or the legal personal representatives of
that Eligible Employee or person actually receives any notification,
document, payment or other communication so given, sent or made.
33.3 INDEMNITY AGAINST COSTS
The Trustees shall be entitled to disregard any notice or direction
from an Eligible Employee, his legal personal representatives or any
person in whom the beneficial interest in that Eligible Employee's
Qualification Shares, Matured Shares, Deposited Shares or Appropriated
Shares is for the time being vested concerning the assignment, charge
or other disposal of the beneficial interest in, or the transfer or
disposal, whether to that Eligible Employee's Qualification Shares,
Matured Shares, Deposited Shares or Appropriated Shares unless they
have first been provided with the full amount of any costs, expenses,
charges or other amounts payable by such Eligible Employee pursuant to
Rule 32 by reference to such assignment, charge, transfer or disposal
of any previous assignment, charge, transfer or disposal.
33.4 NOTICES IRREVOCABLE
Any direction, agreement or notice once given shall be irrevocable.
Subject as herein provided, any direction, agreement or notice shall be
carried out by the Trustees in accordance with its terms. The
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Trustees shall incur no liability to an Eligible Employee if they act
or take no action in reliance upon a direction, agreement or notice
which purports to have been duly given.
34. DISPUTES
The decision of the Board in any dispute or question as to the rights
or obligations of any person hereunder or concerning the construction
of or effect of any of the Rules or otherwise shall be final and
conclusive subject to the concurrence of the Auditors whenever required
under the Rules of the Scheme.
35. SUPSENSION
The Company may by resolution of the Board suspend the operation of the
Scheme either temporarily or permanently, but in such event the
provisions of the Scheme shall, in relation to Shares which have
already been acquired or appropriated under the Scheme, continue in
full force and effect.
36. AMENDMENT
The Company may by resolution of the Board with the consent of the
Trustees (which shall not unreasonably be withheld) amend any Rule of
the Scheme but so that in no circumstances shall any amendment be made
to the Scheme without the prior approval of the Commissioners of Inland
Revenue.
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IN WITNESS whereof the parties hereto have affixed their common seals the day
and year first before written.
THE COMMON SEAL
of the COMPANY
was hereunto affixed
in the presence of:
Director /s/ Xxxxx Xxxxx
---------------------
[SEAL]
Secretary /s/ S.R. XXXXX
---------------------
THE COMMON SEAL
of VODAFONE LIMITED
was hereunto affixed
in the presence of:
Director /s/ Xxxxx Xxxx
---------------------
[SEAL]
Secretary /s/ S.R. XXXXX
---------------------
THE COMMON SEAL
of VODAFONE GROUP
SERVICES LIMITED
was hereunto affixed
in the presence of:
Director /s/ Xxxxxxx Xxxxx
---------------------
[SEAL]
Secretary /s/ S.R. XXXXX
---------------------
- 67 -
THE COMMON SEAL
of VODAC LIMITED
was hereunto affixed
in the presence of:
Director /s/ X. Xxxxxxx
-----------------------
[SEAL]
Secretary /s/ S.R. XXXXX
-----------------------
THE COMMON SEAL
of VODAPAGE LIMITED
was hereunto affixed
in the presence of:
Director Xxxxxx Xxxx-Xxxxx
-----------------------
[SEAL]
Secretary /s/ S.R. XXXXX
-----------------------
THE COMMON SEAL
of VODATA LIMITED
was hereunto affixed
in the presence of:
Director Xxxxx Xxxxxxxx-Xxxxxxxx
-----------------------
[SEAL]
Secretary /s/ S.R. XXXXX
-----------------------
- 68 -
THE COMMON SEAL
of PAKNET LIMITED
was hereunto affixed
in the presence of:
Director /s/ Xxxxx Xxxxxxxx-Xxxxxxxx
---------------------------
[SEAL]
Secretary /s/ S.R. Xxxxx
---------------------------
THE COMMON SEAL
of the TRUSTEES
was hereunto affixed
in the presence of:
Director /s/ Xxxxx Xxxxx
---------------------------
Authorised /s/ Xxxxxxx Xxxx
Signatory ---------------------------
