DAVID JONES LIMITED
ACN 000 074 573
EXEMPT EMPLOYEE
SHARE PLAN
PLAN RULES
Approved and adopted at the
Annual General Meeting held 23 November 1998
and amended by resolution of the Board of
David Jones Limited on 22 May 2000
policies/Rules – Exempt Employee Share Plan
DAVID JONES LIMITED
EXEMPT EMPLOYEE SHARE PLAN
PLAN RULES
TABLE OF CONTENTS
1.
Purpose
1
2.
Definitions
1
3.
Operation of the Plan
3
4.
How the Plan Works
3
5.
Limitations on Size of the Plan
4
6.
Rights of Participants to Shares
5
7.
Restrictions on Dealing with Shares
5
8.
Distribution and Other Benefits
5
9.
Unallocated Shares
7
10.
Authorised Deductions
7
11.
Voting Rights
7
12.
Variation of Rules
8
13.
Termination or Suspension of the Plan
8
14.
Connection with Other Plans
8
15.
Relationship of Company, Plan Company and Participants
9
16.
Notices
9
17.
Governing Law
9
18.
Administration of the Plan
9
19.
General
10
20.
Advice
10
First Schedule – Basis of Participation
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1
DAVID JONES LIMITED
EXEMPT EMPLOYEE SHARE PLAN (“EESP”)
PLAN RULES
1.
PURPOSE
1.1
The David Jones Limited Exempt Employee Share Plan provides Eligible Employees with
an opportunity to acquire an ownership interest in the Company.
1.2
The manner in which Eligible Employees will be invited to participate in the Plan is set out
in the First Schedule of these Rules.
2.
DEFINITIONS
In these Rules, the following terms have these meanings unless the contrary intention appears:
Associated Company - means in relation to the Company, a body which is a related body
corporate of the Company in terms of Section 50 of the Corporations Law and which the Board
determines shall participate in the Plan.
ASX - means the Australian Stock Exchange Limited.
Books of Account means books and records in respect of the activities of the Plan and the trust
created under the Trust Deed as required under Rule 4.11.
Board - means some or all of the directors of the Company acting as a Board as constituted from
time to time.
Casual employee – means any person whose service immediately prior to the offer date is
deemed by the Directors to be equivalent to 5 years continuous service (or less if the Directors so
determine in particular cases). The person will be deemed to have service equivalent to 5 years
continuous service if he or she:
i)
has been employed by the Group for at least 5 years prior to the offer date;
ii)
has worked a minimum of 200 hours with the Group in the 12 month period immediately
preceding the offer date;
iii)
has not had a break between two periods of engagement with the Group of more than 2
months during the period referred to in (i) above; and
iv)
is paid as a “casual” in accordance with an applicable industrial award.
Company - means David Jones Limited ACN 000 074 573.
Corporations Law - means the Corporations Law in force throughout Australia as set out in
Section 82 of the Corporations Act 1989.
Date of Acquisition means the date that Shares acquired under the Plan are registered in the
name of the Plan Company for the benefit of the relevant Participant, or the date that the Board
considers appropriate.
Eligible Employee - means an Employee who has been invited by the Board to participate in the
Plan.
Employee - means a permanent full-time, permanent part-time or a Casual employee of the
Company or an Associated Company.
Group – means the Company and the Associated Companies.
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ITAA - means the Income Tax Assessment Act 1936 (as amended).
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Listing Rules - means the official listing rules of the ASX.
Notice of Withdrawal of Shares - means a duly completed and executed request for permission
to withdraw some or all of his/her Shares from the Plan submitted by a Participant to the Plan
Company, in respect of Shares previously notified by the Plan Company as having been acquired
for that Participant. Such Notice of Withdrawal of Shares shall specify the number of Shares to be
withdrawn and be submitted on the form approved by the Board.
Participant - means an Eligible Employee who accepts an offer to participate in the Plan and
agrees to be bound by these Rules and who holds Shares under the Plan.
Plan - means the David Jones Limited Exempt Employee Share Plan established and operated in
accordance with these Rules.
Plan Company - means the trustee from time to time of the Trust, with the initial trustee being
David Jones Share Plans Pty. Limited - ACN 082 931 413.
Rules - means the rules governing the operation of this Plan set out in this instrument, as
amended from time to time.
Shares - means fully paid ordinary shares in the capital of the Company which rank equally with
and have the same rights as other fully paid ordinary shares in the capital of the Company which
are listed for quotation on the ASX.
Trust Deed means the deed entered into by the Company and David Jones Share Plans Pty.
Limited - ACN 082 931 413 in respect of the implementation of the Plan as amended from time to
time in accordance with Rules 3 and 12.
Trust means the trust constituted under the Trust Deed.
Unallocated Shares - means Shares that become unallocated pursuant to Rule 4.7.
2.1
Interpretation
In these Rules, unless the contrary intention appears:
(a)
reference to any legislation or any provision of any legislation includes any modification or
re-enactment of the legislation or any legislative provision substituted for, and all legislation
and statutory instruments and regulations issued under the legislation;
(b)
words denoting the singular include the plural and vice versa;
(c)
words denoting a gender include the other genders;
(d)
words denoting an individual or persons include bodies corporate and trusts and vice
versa;
(e)
headings are for convenience only and do not affect the interpretation of these Rules;
(f)
reference to a clause or paragraph is a reference to a clause or paragraph of these Rules,
or the corresponding Rule or Rules of this Plan as amended from time to time;
(g)
reference to any document or agreement includes reference to that document or
agreement as amended, novated, supplemented, varied or replaced from time to time;
(h)
where any word or phrase is given a definite meaning in these Rules, any part of speech or
other grammatical form of that word or phrase has a corresponding meaning;
(i)
a reference to a person includes a reference to the person’s legal personal representatives,
executors, administrators and successors, a firm or a body corporate.
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3.
OPERATION OF THE PLAN
3.1
The Plan must be operated in accordance with these Rules which bind the Company, each
participating Associated Company, the Plan Company and each Participant.
3.2
The Plan is administered by the Plan Company. The directors of the Plan Company shall
not be directors of the Company. The Plan Company shall not be a subsidiary of the
Company within the meaning of the Corporations Law.
3.3
The Plan Company ceases to be the trustee of the Trust:
(a)
when the Plan Company gives notice in writing to the Company that it wishes to
retire as Trustee;
(b)
when the Company serves notice in writing to the Plan Company that it is removed
as Plan Company; or
(c)
upon a receiver or manager or receiver and manager or administrator being
appointed to the Plan Company or the Plan Company going into liquidation or an
order or resolution being made for its winding up.
3.4
On retirement or removal of the Plan Company, the Company may appoint such new Plan
Company as it thinks fit. The appointment is not complete until the new Plan Company
executes a deed by which it covenants to be bound by the Trust Deed. Until the
appointment is complete, the Company may act as trustee of the Trust (subject to the law).
3.5
On a change of Plan Company the retiring Plan Company must execute all transfers,
deeds and other documents necessary to transfer assets into the name of the new Plan
Company.
3.6
Subject to these Rules, the Listing Rules and any law to the contrary, the Plan Company
must follow any recommendation or direction given to it by the Board as to the operation of
the Plan.
3.7
The Company or an Associated Company must pay all the expenses, costs and charges
incurred by the Plan Company in operating the Plan which are not otherwise funded by
Participants or from other funds held by the Plan Company under these Rules for the
purposes of the Plan. The Plan Company must not levy any fees or charges for operating
and administering the Plan or the Trust, either payable directly by the Participants or out of
the assets of the Plan or the Trust.
3.8
Subject to Rule 3.8, the Plan Company is authorised to deduct all outgoings and expenses
and taxes it incurs in buying and selling and otherwise dealing with Shares for Participants
from the proceeds of these shares or dealings.
3.9
Subject to the provisions of Rule 12, the Board may amend the Trust Deed as may be
required from time to time.
4.
HOW THE PLAN WORKS
4.1
On and from the commencement of the Plan, the Company may provide Shares to the
Plan Company, or the Company or any Associated Company may pay to the Plan
Company contributions determined by the Board in accordance with the First Schedule
from time to time to fund the acquisition of Shares for the purposes of the Plan.
4.2
The Plan Company must use such contributions to acquire Shares in the ordinary course of
trading on the ASX, from other purchases, or from a new issue of Shares by the Company
for Participants on such terms as determined from time to time by the Board. Under no
circumstances may the Plan Company repay to the Company or any Associated Company
any amount received as contributions for the acquisition of Shares.
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4.
HOW THE PLAN WORKS (cont’d)
4.3
The Board may from time to time and in accordance with the First Schedule of these Rules
offer Eligible Employees participation in the Plan. By accepting that offer, such Eligible
Employees shall on the acquisition of Shares become Participants. All offers to Employees
must be made on a non-discriminatory basis in accordance with Section 139GF of the
ITAA.
4.4
Pending the acquisition of Shares, the Plan Company may invest moneys in short term
deposits or otherwise apply moneys for the purposes of the Plan.
4.5
Shares acquired under the Plan for a Participant are to be registered in the name of the
Plan Company and allocated to that Participant. The Plan Company shall ensure that each
Share held in the Plan for a Participant is identified in the Books of Account as being held
on account of that Participant.
4.6
A Participant’s rights and obligations under the Plan are conditional on Shares being
registered in the name of the Plan Company and allocated to that Participant.
4.7
The Plan Company must ensure that each Participant is notified in writing when Shares are
acquired and registered in the name of the Plan Company for the benefit of that Participant
and allocated to that Participant under the Plan.
4.8
The Plan Company must not hold fractions of Shares on behalf of a Participant. Any
Shares remaining after the allocation of whole Shares to a Participant must be sold by the
Plan Company and the cash proceeds used together with any funds remaining after the
purchase of whole Shares to which those funds relate for the purpose of the Plan. Under
no circumstances may the Plan Company pay these proceeds of sale or other remaining
funds to the Company or any Associated Company.
4.9
The Plan Company shall cause to be maintained accounts which record the Shares
allocated to each Participant.
4.10
A statement of each Participant’s account shall be provided to each Participant at least
annually at such times and in such form as determined by the Plan Company.
4.11
The Plan Company shall keep proper books and records of the Plan, and the trust created
under the Trust Deed, and the Shares allocated to each Participant.
4.12
The Plan Company will ensure that the Books of Account are audited annually and are
available for inspection by Participants at an office of the Plan Company or a place of
business of the Company during normal business hours or such other time as is agreed by
the Plan Company with the Participant.
5.
LIMITATIONS ON SIZE OF THE PLAN
The number of Shares acquired during the previous 5 years from new issues by the Company
under all employee share schemes established by the Company (including as a result of exercise
of options to acquire unissued shares granted under any such employee share scheme) when
aggregated with the number of shares which would be acquired from new issues by the Company
under all employee share schemes established by the Company were all outstanding options to
acquire unissued shares (issued pursuant to such employee share schemes) to be exercised shall
not exceed 5% of the total number of issued Shares in the Company.
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6.
RIGHTS OF PARTICIPANTS TO SHARES
6.1
Shares acquired by the Plan Company under the Plan shall be held by the Plan Company
subject to these Rules.
6.2
The Plan Company shall retain possession of any Shares and any certificates that may be
issued whilst such Shares remain subject to the Rules.
7.
RESTRICTIONS ON DEALING WITH SHARES
7.1
Subject to Rule 7.4, Shares acquired in the name of a Participant must not be withdrawn
from the Plan or disposed of by the Participant before 3 years after the date of acquisition
of the Shares by the Participant.
7.2
The Company and the Plan Company are entitled to enter into such arrangements they
consider necessary to enforce the restriction on disposal of Shares described in Rule 7.1
and Participants hereby agree to be bound by such arrangements.
7.3
Subject to Rule 7.4, after the expiration of 3 years from the Date of Acquisition of the
Shares, the Participant may submit a Notice of Withdrawal of Shares to the Plan Company
to enable release of the Shares from the Plan subject to any administrative guidelines
established from time to time.
7.4
A Participant may at any time withdraw from the Plan Shares held on behalf of the
Participant if the Participant is no longer employed by the Company or any Associated
Company.
7.5
The Board may at any time after a Participant is no longer employed by the Company or
any Associated Company direct the Participant to withdraw from the Plan Shares held on
behalf of that Participant. The company secretary of the Company or such other person as
the Board may nominate is authorised to execute on behalf of such a Participant any
documents required to effect that withdrawal.
7.6
If a Participant seeks or is required to withdraw from the Plan Shares held on behalf of the
Participant and the total value of the Shares based on the trading price of Shares on the
ASX at the time the Shares are sought to be withdrawn is less than $2,000 (or such other
amount as the Board may determine), the Plan Company may sell the Shares held for that
Participant on the ASX and distribute the proceeds of sale (net of sale costs) to the
Participant rather than transfer the Shares to the Participant. The Participant may authorise
the sale of the Shares in these circumstances at or above the then current market price of
the Shares.
8.
DISTRIBUTIONS AND OTHER BENEFITS
8.1
A Participant is entitled to receive any dividend or other distribution or entitlements made in
respect of Shares registered in the name of the Plan Company for the benefit of that
Participant and held under the Plan. Except as expressly provided for in this Rules, the
Plan Company shall determine the most practical means for the entitlement or distribution
to be realised.
8.2
Notwithstanding Rule 8.1, Shares held by the Plan Company in the Plan may not
participate in:
(a)
any scheme for the reinvestment of dividends paid or payable from time to time by
the Company; or
(b)
any bonus election scheme which permits dividends from time to time paid or
payable by the Company to be foregone and bonus shares to be issued in lieu
thereof.
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8.
DISTRIBUTIONS AND OTHER BENEFITS (cont’d)
8.3
Subject to clause 8.4, a Participant will be entitled to any bonus shares which accrues to
Shares held by the Plan Company on behalf of the Participant.
8.4
The bonus shares are to be registered in the name of Plan Company and will be held on
trust by the Plan Company on behalf of the relevant Participant.
8.5
Upon allotment to the Plan Company, the bonus shares may be withdrawn from the Plan at
any time by the Participant.
8.6
The Plan Company will send a notice to a Participant of any pro – rata right which accrues
to Shares held by the Trustee on behalf of that Participant.
8.7
The Participant may provide the Plan Company with either:
(a)
if the rights are renounceable, written instructions in the form (if any) prescribed by
the Committee to sell such renounceable rights; or
(b)
whether the rights are renounceable or non-renounceable:
(i)
written instructions in the form (if any) prescribed by the Committee to
subscribe for some or all of the securities in the Company to which the
Participant is entitled; and
(ii)
payment of an amount equal to the cost of accepting the rights entitlement
plus, if the Plan Company so requires, such additional amount as the Plan
Company estimates (and notifies to the Participant) to be the cost of
transferring the securities to the Participant.
8.8
Instructions under clause 8.7 (a) are only valid if actually received by the Plan Company at
least 7 days before the close of rights trading. Instructions under clause 8.7 (b) are only
valid if the items referred to in clause 8.7 (b) are actually received by the Plan Company at
least 7 days before the final date for the exercise of the rights.
8.9
If the Participant does not give a notice under clause 8.7 in respect of Shares held by the
Plan Company for the Participant, the Plan Company must allow the rights in respect of
Shares held by the Plan Company for that Participant to lapse.
8.10
If the Plan Company sells such renounceable rights in accordance with instructions
provided under clause 8.7 (a), the Plan Company must distribute the proceeds of the sale
(after deduction of the costs of sale incurred by the Plan Company) to the Participant.
8.11
If the Plan Company subscribes, on behalf of the Participant, for a specified number of
securities offered by the Company in accordance with clause 8.7(b), the Plan Company
must transfer those securities to the Participant. The Plan Company may make a condition
of transfer that the Participant pay the costs of transfer (including stamp duty).
8.12
A Participant may request the Company to make a contribution to the Plan Company to
fund the exercise of any rights which are the subject of a pro rata rights issue of Shares
made by the issuer and to which the Participant is entitled in respect of Shares which are
subject to the Plan. The Board shall determine whether the Company shall make any such
contribution. Any Shares subsequently acquired from the exercise of such rights shall be
subject to the Plan Rules. A Participant may take up in his or her own name outside the
Plan any rights to which he or she is entitled which are not so taken up within the Plan or
may sell such rights not taken up within the Plan without the approval of the Board.
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8.13
The Plan Company may use any dividend, bonus issue or other benefit received in
connection with Unallocated Shares for any purpose relevant to the Plan or apply them in
accordance with the directions of the Board.
9.
UNALLOCATED SHARES
9.1
By notice in writing, the Board may require in its absolute discretion that the Plan Company
transfer any Unallocated Shares (or the proceeds of sale of such Shares) to:
a)
b)
one or more other Participants; or
the trustees (“Trustee”), for the time being of any plan, scheme or fund operated by
the Company for the benefit of Employees as selected by the Board,
subject to any conditions specified by the Board.
9.2
If a notice under Clause 9.1 has not been received by the Plan Company at the time
Shares become unallocated then the Plan Company must sell Unallocated Shares and
hold the cash proceeds of sale for the purposes of the Plan until it receives a notice from
the Board under Clause 9.1.
9.3
Under no circumstances may the Plan Company pay the proceeds of sale of any
Unallocated Shares to the Company.
10.
AUTHORISED DEDUCTIONS
Before making any payment, or allocating any Shares, to a Participant or to the Trustee under
Rule 9.1, the Plan Company is authorised to deduct:
a)
all outgoings and expenses it incurs in buying, selling and otherwise dealing with Shares
for Participants; and
b)
any tax (including stamp duty) which, in the opinion of the directors of the Plan Company,
is or would be payable by the Plan Company in connection with the operation of the Plan;
and
c)
any other amounts that in the opinion of the directors of the Plan Company it is fair to
deduct.
11.
VOTING RIGHTS
11.1
A copy of the notice of all general meetings of shareholders of the Company received by
the Plan Company must be forwarded to a Participant unless the Participant has notified
the Plan Company that he or she does not wish to receive such notices.
11.2
The Plan Company must not vote in respect of any Shares which are subject to the Plan on
any resolution where voting occurs by a show of hands.
11.3
Subject to terms of issue of the relevant Shares, and in respect of voting occurring by poll,
a Participant may direct the exercise of any voting rights attaching to Shares held by the
Plan Company on his or her behalf by directing the Plan Company to vote Shares held by
the Plan Company on his or her behalf at any meeting of members of the Company.
11.4
In respect of voting occurring by poll, the Plan Company must exercise the voting rights
attached to Shares held on behalf of a Participant in accordance with the instructions of the
Participant given under Rule 11.3 and received by the Plan Company not less than 72
hours prior to the relevant meeting.
11.5
In respect of voting occurring by poll, the Plan Company must abstain from exercising any
voting rights attaching to any Shares held under the Plan in respect of which it has not
received instructions in accordance with this clause 11.4.
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12.
VARIATION OF RULES
12.1
Subject to the Listing Rules, the Board may add to or vary any of these Rules, or waive or
vary the application of any of the Rules in relation to any Participant, at any time by
resolution of the Board.
12.2
If a variation under Rule 12.1 reduces the rights of Participants in respect of Shares held
by them prior to the amendment under the Plan, the Board must obtain the written consent
of three-quarters of the Participants affected by such variation.
12.3
Rule 12.2 shall not apply to any additions, variations or modifications to the Rules that are
required to be made by the Board in relation to the implementation of the Plan and the
specific application of the amended Rules to Eligible Employees residing outside Australia.
13.
TERMINATION OR SUSPENSION OF THE PLAN
13.1
The Plan will terminate and be wound up as provided by law or upon the first to occur of
the following events:
(a)
an order being made or an effective resolution being passed for the winding up of
the Company (other than for the purpose of an amalgamation or reconstruction);
(b)
a person becoming entitled to compulsorily acquire all the Shares;
(c)
the passing of a resolution to cancel or buy-back all Shares held by the Plan
Company pursuant to a scheme of arrangement, reduction of capital, share buyback or otherwise;
(d)
the Board determining that the Plan be wound up provided that the Plan can not be
terminated if any Shares held under the Plan are subject to the restrictions on
disposal described in Rule 7.1;
(e)
the day before the 80th anniversary of the date of the Trust Deed.
13.2
Where the Plan is terminated or suspended, the Board must subject to Rule 9.3 give such
directions to the Plan Company regarding the operation of the Plan as the Plan Company
may request.
13.3
Upon termination of the Plan, any Shares remaining in the Plan after determinations under
Rule 13.2 must be sold by the Plan Company and any amount held by the Plan Company
for the purposes of the Plan (less authorised deductions under the provisions of Rule 10)
must be paid to the Trustee as part of the property of the plan operated for the benefit of
Employees referred to in Rule 9.1.
14.
CONNECTION WITH OTHER PLANS
14.1
The Company is not restricted to using the Plan as the only method of providing incentive
rewards to employees. The Board may approve other incentive schemes.
14.2
Participation in the Plan does not affect, and is not affected by, participation in any other
incentive or other scheme of the Company unless the terms of this Plan or that scheme
provide otherwise.
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15.
RELATIONSHIP OF COMPANY, PLAN COMPANY AND PARTICIPANTS
15.1
These Rules:
16.
a)
do not confer on any Participant the right to continue as an Employee; and
b)
do not affect any rights which the Company or an Associated Company may have
to terminate the employment of that Employee; and
c)
may not be used to increase damages in any action brought against the Company
or an Associated Company in respect of any such termination.
NOTICES
Any notice or direction given under these Rules is validly given if it is handed to the person
concerned or posted by ordinary prepaid post to the person's last known address or given in such
other manner as the Board determines.
17.
GOVERNING LAW
This Plan and the rights of the Participants under the terms and conditions of the Plan shall be
governed by the laws of the State of New South Wales.
18.
ADMINISTRATION OF THE PLAN
18.1
The Plan will be administered by the Board in accordance with these Rules. The Board
may make regulations for the operation of the Plan which are consistent with these Rules.
18.2
Where the Rules provide for a determination, decision, approval or opinion of the Board or
the Plan Company, such determination, decision, approval or opinion of the Board or the
Plan Company as the case may be shall be in its absolute discretion.
18.3
Any power or discretion which is conferred on the Board by these Rules may be exercised
by the Board in the interests or for the benefit of the Company, and the Board is not, in
exercising any such power or discretion under any fiduciary or other obligation to any other
person.
18.4
The decision of the Board as to the interpretation, effect or application of these Rules will
be final.
18.5
The Board may delegate such functions and powers as it may consider appropriate, for the
efficient administration of the Plan, to a committee made up of a person or persons
capable of performing those functions and exercising those powers.
18.6
The Board and the Plan Company may take and rely upon independent professional or
expert advice in or in relation to the exercise of any of their powers or discretions under
these Rules.
18.7
Any power or discretion which is conferred on the Plan Company may be delegated by the
Plan Company to the Managing Director or the Board by these Rules, and any power or
discretion so delegated may be exercised by the Managing Director or the Board in the
interests or for the benefit of the Company, and the Board or Managing Director is not, in
exercising any such power or discretion, under any fiduciary or other obligation to any other
person.
18.8
Subject to these Rules, the Plan Company has all the powers in respect of the Plan that it
is possible to confer on a trustee and as though it were the absolute owner of the assets of
the Trust and acting in its personal capacity.
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18.
ADMINISTRATION OF THE PLAN (cont’d)
18.9
The Plan Company may authorise any person to act as its delegate (in the case of a joint
appointment, jointly and severally) to hold title to any assets of the Trust, perform any act
or exercise any discretion within the Plan Company’s power.
18.10 Without derogating from the right of indemnity given by law to trustees, the Company
hereby covenants with the Plan Company that it will indemnify and keep indemnified the
Plan Company in respect of all liabilities, costs and expenses incurred by the Plan
Company in the execution or purported execution of the Trust or any of the powers,
authorities or discretions vested in the Plan Company and from and against all actions,
proceedings, costs, claims and demands in respect of any matter or thing done or omitted
other than a claim arising out of the Plan Company’s negligence, dishonesty or the Plan
Company wilfully or knowingly being a party to a breach of trust.
18.11 The Plan Company shall not be under any liability whatsoever except for its negligence,
dishonesty, fraud, wilful default or except for the negligence, dishonesty, fraud or wilful
default committed by any of its employees or agents acting as such.
18.12 Nothing in this clause 18 enables the Plan Company to recover any liabilities, costs or
expenses from any Participant.
19.
GENERAL
Notwithstanding any Rule, Shares may not be issued, assigned or dealt with under the Plan if to
do so would contravene the Corporations Law, the Listing Rules, or any other applicable laws.
20.
ADVICE
Eligible Employees should obtain their own independent advice at their own expense on the
financial, taxation and other consequences to them of or relating to participation in the Plan.
FIRST SCHEDULE
BASIS OF PARTICIPATION
Each year, at the discretion of the Board, an amount (not exceeding $1,000 per Participant or such
other amounts permitted under the provisions of s.139BA(2) of ITAA) may be contributed by the
Company or an Associated Company to the Plan Company to fund the acquisition of shares for
Participants. Whole shares purchased will be divided amongst the Participants in accordance with
the acceptance forms of the Participants and in conformity with the contribution made by the
Company or the Associated Company (as the case may be) to the Plan Company for the
acquisition of the Shares.
Subject to compliance with Section 139GF of ITAA, the Board has discretion to determine the
criteria for Share allocations or discontinue the Plan at any stage.
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