NIB HOLDINGS LIMITED The Manager
Company Announcements ASX Limited
Level 4, Bridge Street Sydney NSW 2000
nib holdings limited Head Office
22 Honeysuckle Drive
Newcastle NSW 2300
abn 51 125 633 856
t 13 14 63
f 02 4925 1999
e nib@nib.com.au
w nib.com.au
2015 Notice of Annual General Meeting - nib holdings limited
Please find attached nib's 2015 Notice of Annual General Meeting, Proxy Form and Chairman's letter which was distributed to nib shareholders today.
The Notice of Annual General Meeting, Proxy Form and Chairman's letter can also be viewed online at nib.com.au/shareholders.
Yours sincerely,
Michelle McPherson
Chief Financial Officer & Company Secretary
2015
Date: 4 November 2015 Time: 11.00am (AEDT)
Venue: Fort Scratchley Multipurpose Centre 1 Nobbys Road, Newcastle NSW 2300
OUR VISION
nib IS A LEADING FINANCIER AND FACILITATOR OF HEALTHCARE WITH A REPUTATION FOR INNOVATIVE PRODUCTS, VALUE FOR MONEY, OUTSTANDING CUSTOMER SERVICE, BEING A GOOD CORPORATE CITIZEN AND STRONG SHAREHOLDER RETURNS.
GROUP PERFORMANCE HIGHLIGHTS
OUR MISSION
TO HELP PEOPLE ACCESS AND AFFORD HEALTHCARE WHEN AND WHERE NEEDED.
Net premium revenue up 9.6% to $1.6b
1.6bNet proit after tax of $75.3 million up 7.9%
75.3mOperating profit up 13.0% to $81.7 million
81.7mEarnings per share of 17.3 cents per share, up 8.8%
17.3c
Net investment income up 5.8% to $31.4m*
31.4m*Includes profit on sale of PSG shares of $5.4m
Full year dividend of 11.5 cents per share (fully franked)
PERFORMANCE HIGHLIGHTS BY BUSINESS SEGMENT
AUSTRALIAN
RESIDENTS HEALTH INSURANCE
Surpassed 1 million customers covered. Annual net policyholder growth of 4.7%
nib NEW ZEALAND
Premium revenue up 8.1% to $150.4 million
150.4m
INTERNATIONAL
& NEW BUSINESS
Insuring almost 88,000 international students and overseas visitors (up 58.5%)
Premium revenue up 8.8% to $1.4 billion
1.4b
Policyholder growth of 5.9%
5.9
Operating profit up 4.0% to $11.8 million
11.8m
Net margin of 5.0%, within 5.0% to 5.5% target range
5.0Direct-to-consumer accounted for approximately 50% of all sales
Acquisition of travel insurance provider World Nomads Group
If you would like to view the 2015 nib Annual Report and Shareholder Review online please visit nib.com.au/shareholders
nib holdings limited
Notice is given that the 2015 Annual General Meeting ('AGM') of
nib holdings limited (ACN 125 633 856) ('nib' or 'Company') will be held:
Date: 4 November 2015
Time: 11.00am (AEDT)
Venue: Fort Scratchley Multipurpose Centre 1 Nobbys Road, Newcastle NSW 2300
ITEMS OF BUSINESS
ORDINARY BUSINESS
Consideration of Reports
To receive and consider the Financial Report, the Directors' Report and the Independent Auditor's Report of nib and the entities it controlled (hereafter known as the Group) for the financial year ended 30 June 2015.
Shareholders will be able to ask questions about, or comment on the reports, management and audit of the Group.
There is no vote on this item.
Remuneration Report
To consider and, if thought appropriate, pass the following as an advisory ordinary resolution:
'That the Remuneration Report of the Company for the financial year ended 30 June 2015 (set out in the Directors' Report) is adopted.'
Under the Corporations Act, this resolution is advisory only and does not bind the Directors or the Company.
Re-election of Mr Philip Gardner
To consider and, if thought appropriate, pass the following as an ordinary resolution:
'That Mr Philip Gardner be re-elected as a Non- Executive Director of the Company.'
SPECIAL BUSINESS
Approval of participation in Long-Term Incentive Plan
To consider and, if thought appropriate, pass the following as an ordinary resolution:
'That for the purposes of ASX Listing Rule 10.14 and for all other purposes the following is approved:
participation in the nib Long Term Incentive Plan (LTIP) by Mr Mark Fitzgibbon, Managing Director/ Chief Executive Officer;
acquisition accordingly by Mr Fitzgibbon of Performance Rights and in consequence of the vesting of those Performance Rights, of ordinary shares of the Company; and
the provision of benefits to Mr Fitzgibbon under the LTIP, for the year commencing 1 July 2015 in
accordance with the terms of the LTIP (as approved by the Board, and amended from time to time by the Board) and on the basis as described in the Explanatory Notes to this Notice of Meeting.'
Request an Auslan Interpreter Service
If you are attending nib's AGM on 4 November 2015 and you require an Auslan interpreter, please contact nib in either of the ways detailed below by close of business on 28 October 2015 to request an Auslan interpreter service.
Telephone: 02 49 141777
Email: corporate.affairs@nib.com.au
ITEMS OF BUSINESS CONTINUED
VOTING EXCLUSION STATEMENTS
Item 2
For the purposes of sections 250R(2) and 250BD(1) of the Corporations Act 2001 (Cth):
subject to paragraph 2, a vote must not be cast (in any capacity) on the resolution in Item 2 by or on behalf of a member of the Company's key management personnel (including the Directors)
(KMP), details of whose remuneration are included in the Remuneration Report or their closely related parties, whether as a shareholder or as a proxy except that a vote may be cast on the resolution in Item 2 by a KMP, or a closely related party of a KMP if:
the vote is cast as a proxy appointed in writing that specifies how the proxy is to vote on the resolution in Item 2; and
the vote is not cast on behalf of a KMP or a closely related party of a KMP.
if you appoint the Chairman of the AGM as your proxy, and you do not direct your proxy how to vote on the resolution in Item 2 on the proxy form, you will be expressly authorising the Chairman of the AGM to exercise your proxy even if the resolution
in Item 2 is connected directly or indirectly with the remuneration of a KMP of the Group, which includes the Chairman of the AGM.
The Chairman of the AGM intends to vote undirected proxies in favour of the resolution in Item 2.
Item 4
For the purposes of section 250BD(1) of the Corporations Act 2001 (Cth):
a vote must not be cast on the resolution in Item 4 by a KMP, or a closely related party of a KMP, acting as proxy, if their appointment does not specify the way the proxy is to vote on the
resolution in Item 4. However, this voting exclusion does not apply if the KMP is the Chairman of
the AGM acting as proxy and their appointment expressly authorises the Chairman of the AGM to exercise the proxy even if that Item is connected directly or indirectly with the remuneration of a member of the KMP of the Group; and
if you appoint the Chairman of the AGM as your proxy, and you do not direct your proxy how to vote on the resolution in Item 4 on the proxy form, you will be expressly authorising the Chairman of the AGM to exercise your proxy even if the resolution
in Item 4 is connected directly or indirectly with the remuneration of a member of the KMP of the Group, which includes the Chairman of the AGM.
The Chairman of the AGM intends to vote undirected proxies in favour of the resolution in Item 4.
For the purposes of the ASX Listing Rules, the Company will disregard any votes cast on the resolution in Item 4 by:
a Director of nib (except one who is ineligible to participate in the LTIP); and
an associate of that Director of nib (except one who is ineligible to participate in the LTIP).
However, the Company need not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy decides.
Dated: 16 September 2015 By Order of the Board
Michelle McPherson Company Secretary
Notes:
A shareholder entitled to attend and vote is entitled to appoint not more than two proxies.
Shareholders can appoint a body corporate as well as an individual as their proxy. A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at general meetings of nib or in the capacity of
a shareholder's proxy at general meetings of nib. The appointment may be a standing one.
Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a general meeting or in voting on a resolution.
A shareholder who appoints two proxies may state on the proxy form what proportion or number of the shareholder's votes each proxy is being appointed to exercise. If a shareholder appoints two proxies and does not specify the proportion or number of votes each proxy may exercise, each of the proxies may exercise half the shareholder's votes.
If a shareholder has appointed two proxies, when a resolution is decided on a show of hands, only the first person named on the proxy form may vote. If two proxy forms have been completed, the person whose name is earlier in alphabetical sequence may vote.
A proxy need not be a shareholder of nib.
Either the original, facsimile or electronic transmission of the proxy form(s) and any Power of Attorney or authority under which they are signed must be received at least 48 hours prior to the AGM (i.e. by no later than 11.00am (AEDT) on Monday, 2 November 2015) or any adjournment. Any proxy form received after this deadline, including at the AGM, will be invalid.
A proxy form accompanies this Notice of Meeting.
Additional proxy forms will be supplied by the nib share registry on request.
An electronic proxy facility is also available to shareholders via the nib shareholder website - nib.com.au/shareholders
If a corporate representative is to attend the AGM on behalf of a corporation, a formal Notice of Appointment must be brought to the AGM or lodged with the share registry prior to the AGM.
In accordance with Regulation 7.11.37 of the Corporations Regulations (Cth) and ASX Settlement Operating Rule 5.6.1, the Board has determined that a person's entitlement to vote at the AGM
will be the entitlement of that person set out in the register of shareholders as at 7.00pm (AEDT) on 2 November 2015. Accordingly, transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at the AGM.
If you wish a question to be put to the Chairman or Auditor and you are not able to attend the AGM, please complete the question form which is included with this Notice of Meeting.
Either the original or facsimile transmission of the question form must be received at least five business days prior to the AGM (by no later than
5.00pm on 28 October 2015 or any adjournment). This is to allow time to collate questions and to prepare answers.
If the appointment of a proxy specifies the way the proxy is to vote on a particular resolution:
the proxy is not required to vote on a show of hands, but if the proxy does so, the proxy must vote as directed (subject to any applicable voting exclusions);
if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;
if the proxy is not the Chairman of the AGM, the proxy need not vote on a poll but if the proxy does so, the proxy vote must vote as directed (subject to any applicable voting restrictions); and
if the proxy is the Chairman of the AGM, the proxy must vote on a poll and must vote as directed.
There are now some circumstances where the Chairman of the AGM will be taken to have
been appointed as a shareholder's proxy for the purposes of voting on a particular resolution even if the shareholder has not expressly appointed the Chairman of the AGM as their proxy. This will be the case where:
the appointment of the proxy specifies the way the proxy is to vote on a particular resolution;
the Chairman of the AGM is not named as the proxy;
a poll has been called on the resolution; and
either of the following applies:
the proxy is not recorded as attending the AGM; or
the proxy attends the AGM but does not vote on the resolution.
Consideration of Reports
Section 317(1) of the Corporations Act 2001 (Cth) ('Corporations Act') requires a public company to lay before its annual general meeting the Financial Report, the Directors' Report and the Auditor's Report for the Company for the financial year that ended before the annual general meeting.
Shareholders will be able to consider, comment on and ask questions of the Directors and the Auditor of the Company about the management of the Company, the conduct of the audit, and the preparation and contents of the financial statements and reports for the financial year ended 30 June 2015.
Remuneration Report
The Corporations Act requires listed companies to put a remuneration report relating to Director and Executive remuneration for each financial year to a
resolution of members at their annual general meeting. The Remuneration Report for the Group for the financial year ended 30 June 2015 is set out on pages 21 to 43 of the Company's Annual Report and is also available on the Company's website nib.com.au/shareholders.
Under section 250R (3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders will be able to ask questions about, and make comments on, the Remuneration Report at the AGM.
The Directors unanimously recommend that shareholders vote in favour of adopting the Remuneration Report.
Re-election of Mr Philip Gardner
In accordance with the ASX Listing Rules and Article 10.3(a) of the Constitution, Mr Philip Gardner retires from office at the AGM and, being eligible for re-election, offers himself for re-election as a Non-Executive Director.
Philip was appointed as a Director of nib holdings limited in May 2007. He is also a Director of nib health funds limited and IMAN Australian Health Plans Pty Ltd.
Philip is the Chairman of the Investment Committee, and a member of the Audit Committee, People and Remuneration Committee and Nomination Committee.
Philip is the current CEO of The Wests Group Australia, one of Australia's largest registered clubs group. He has held this position for more than a decade in which time he has overseen The Wests Group's significant growth and expansion.
He is currently a Director of Knights Rugby League Pty Limited, and formerly he served as a Director of Hunter Funds Management Limited and Newcastle Airport Limited.
Philip brings to the nib Board significant leadership experience as the CEO of a large organisation, including experience in corporate governance, human resources, strategic planning and marketing. He has extensive knowledge of the Australian private health insurance industry, is a Certified Practicing Accountant and also a fellow of the Australian Institute of Company Directors.
The Board (with Mr Gardner abstaining and not voting) supports the re-election of Mr Gardner and recommends that you vote in favour of this ordinary resolution.
SPECIAL BUSINESS
Approval of participation in Long-Term Incentive Plan
the maximum number of Performance Rights for which approval is sought will be calculated as described above and will be notified to shareholders in the relevant Annual Report;
the Performance Rights will be granted at no cost to Mr Fitzgibbon and the Board has determined that no amount is payable by Mr Fitzgibbon on the vesting of each Performance Right granted under the LTIP;
upon satisfaction of the performance hurdles set by the Board, the Performance Rights will vest and Mr Fitzgibbon will be allocated or issued shares on a one-for-one basis;
no loan will be made by nib in connection with the acquisition of Performance Rights or shares by Mr Fitzgibbon under the LTIP;
Mr Fitzgibbon is the only person referred to in Listing Rule 10.14 entitled to receive an award of Performance Rights under the LTIP;
Mr Fitzgibbon is the only person referred to in Listing Rule 10.14 who has received Performance Rights and securities under the LTIP since the last shareholder approval was obtained. Mr Fitzgibbon received 234,714 Performance Rights since the last approval with an acquisition price of nil; and
no Performance Rights will be granted under this approval later than 12 months after the date of the AGM.
Recommendation
The Board (with Mr Fitzgibbon abstaining and not voting) recommends that shareholders vote in favour of the resolution in Item 4 on the basis that the overall remuneration of Mr Fitzgibbon, which includes his participation in the LTIP, is reasonable having regard to the Company's circumstances and that the grant of Performance Rights to Mr Fitzgibbon under the LTIP
and on the terms described in these Explanatory Notes:
is in the best interests of the Company as a whole; and
is consistent with the Company's remuneration policy, in particular the Company's policy of linking remuneration to achievement, and the objective of attracting and retaining highly-skilled Executives.
Shareholders should consider directing their proxy how to vote on each resolution by crossing either a 'For', 'Against', or 'Abstain' box when lodging their
proxy form to ensure that their proxy is permitted to vote on their behalf in accordance with their instructions.
EXPLANATORY NOTES
on the business to be transacted at the nib AGM
ORDINARY BUSINESS
Approval Sought
nib seeks shareholder approval for Mr Mark Fitzgibbon, Managing Director & CEO, to participate in the LTIP by being granted Performance Rights in the financial year commencing on 1 July 2015 (with a four year vesting period).
Background
The LTIP forms part of nib's remuneration strategy.
The LTIP is designed to align the interests of Executives and shareholders and to assist nib in the attraction, motivation and retention of Executives. In particular,
the LTIP provides Executives with an incentive for future performance, thereby encouraging those Executives to remain with and contribute to the future performance
of nib.
Under the LTIP, eligible persons participating in the LTIP may be granted Performance Rights on terms and conditions determined by the Board from time to time. A Performance Right is a right to be allocated a share in nib, subject to the satisfaction of applicable vesting conditions including the achievement of Board- determined Performance Hurdles.
In 2008, nib adopted the LTIP and the LTIP Rules (LTIP Rules). The LTIP Rules were previously amended in May 2011, August 2012 and July 2013. A summary of the LTIP Rules, which apply to Performance
Rights granted to Mr Fitzgibbon and other KMPs from July 2013, is set out in the Schedule to these Explanatory Notes.
Overview of awards to Mr Mark Fitzgibbon
Performance Rights are awarded to Mr Mark Fitzgibbon (Managing Director & CEO) on an annual basis at the discretion of the Board. The Performance Rights for each annual award are granted in two tranches of equal value.
The Performance Rights to be issued during the financial year ended 30 June 2016 will have a four-year performance period (from 1 July 2015 to 30 June 2019) (Performance Period).
Vesting conditions
The Performance Rights will vest in accordance with the achievement of the following vesting conditions:
Vesting Condition 1 Vesting Condition 2
EPS Hurdle
The principle used in setting the EPS Hurdle is to use the prior financial year's EPS as a base and apply
a range of compound annual growth rates in EPS from 3.0% to 9.0%, which in turn determines the percentage of Tranche 2 Performance Rights that will vest on 1 September following the end of the relevant performance period, depending on the compound annual growth rate in EPS achieved. The EPS targets have been determined with reference to the macro- economic environment, relevant benchmarks and nib's strategy over the measurement period. No Performance Rights will vest if the compound annual growth rate is below 3.0%.
The EPS Hurdle base for the Performance Period is
17.3 cents per share, being nib's 2015 financial year
50% of the Performance Rights
50% of the Performance Rights
earnings per share, which is calculated based on net
('Tranche 1') ('Tranche 2')
profit after tax of $75.3 million.
Total Shareholder Return targets ('TSR Hurdle') for the relevant Performance Period are met
Earnings per Share growth targets ('EPS Hurdle') for the relevant Performance Period
The EPS Hurdle for the Performance Period will be determined in accordance with the principles set out
are met
The TSR Hurdle and the EPS Hurdle have been chosen by the Board to focus management attention on four-year strategic and financial objectives, as well as shareholder alignment.
TSR Hurdle
The TSR Hurdle measures the growth in the price of securities plus cash distributions notionally reinvested in securities. In order for the Tranche
1 Performance Rights to vest, the TSR of nib is compared to companies in the S&P/ASX 200 as at the commencement of the relevant Performance Period. For the purpose of calculating the TSR measurement, the security prices (plus cash distributions notionally reinvested in securities) of each comparator company in the S&P/ASX 200 and of nib will be averaged over the 20 consecutive ASX trading days preceding the start date and end date of the relevant Performance Period.
The percentage of Tranche 1 Performance Rights that vest will be as follows:
in the table below (with the Board setting the EPS hurdles annually):
Percentage of Performance
Rights vesting EPS Hurdle
100% Compound annual growth rate of 9.0% (equates to EPS of $0.244 in the financial year
ending 30 June 2019)
75% Compound annual growth rate of 7.0% (equates to EPS of $0.227 in the financial year ending 30 June 2019)
50% Compound annual growth rate of 5.0% (equates to EPS of $0.210 in the financial year
ending 30 June 2019)
25% Compound annual growth rate of 3.0% (equates to EPS of $0.195 in the financial year ending 30 June 2019)
0% Nil
Notes:
1. For the purpose of calculation, 25% and 50% will be discrete thresholds (e.g. performance will be assessed at 25% for EPS greater than or equal to
$0.195 but less than $0.210, with performance above the 50% entitlement calculated on a pro rata basis to a maximum entitlement of 100%).
nib's TSR performance compared to the relevant peer group
Percentage of Tranche 1 Performance Rights to vest
≥50th percentile to 74th percentile Pro-rata straight line vesting
between 50% and 74%
≥75th percentile 100% vesting
EXPLANATORY NOTES CONTINUED
on the business to be transacted at the nib AGM
The EPS Hurdle will be tested as at 30 June 2019 and the percentage of Performance Rights that will vest on 1 September 2019 will be calculated in accordance with this criteria.
Number of Performance Rights
The number of Performance Rights to be granted to the Managing Director & CEO in the year ended 30 June 2016 (for the financial year commencing 1 July 2015) is calculated as follows:
100% x TFR Strike Price
TFR = the Managing Director's total fixed remuneration for the relevant financial year (being base salary plus superannuation).
Strike Price = Volume weighted average price ('VWAP') for nib shares for the first 10 trading days following the announcement of the full year financial results for the financial year ended 30 June 2015, which is $3.0951.
If approved by shareholders, the number of Performance Rights to be granted to Mr Fitzgibbon for the financial year commencing 1 July 2015 is calculated as follows:
100% x $880,000 = 284,320 Performance Rights
$3.0951
Delivery of Shares on Vesting of Performance Rights
Mr Fitzgibbon will receive one share for every vested Performance Right, subject to the LTIP Rules, and the Company may elect whether to allocate shares for the purpose of the LTIP by way of an issue of shares or by procuring the on-market purchase and transfer of shares. The Company currently proposes that it will
satisfy its obligations to allocate shares for the purpose of the LTIP by arranging for the on-market purchase and transfer of shares to Mr Fitzgibbon after the testing of the particular performance hurdles.
A two-year non-disposal period applies to 50% of the shares allocated to Mr Fitzgibbon on vesting of the Performance Rights.
Participation in the LTIP by Mr Fitzgibbon
nib seeks shareholder approval for Mr Fitzgibbon, Managing Director & CEO, to participate in the LTIP for the financial year from 1 July 2015 to 30 June 2016, with the number of Performance Rights to be awarded to Mr Fitzgibbon to be calculated in accordance with the formula set out in this Notice of Meeting.
It is proposed that the performance hurdles for Mr Fitzgibbon will be applied to any other offer of
Performance Rights to nib's KMP. Details relating to the performance hurdles will be set in the same manner as outlined in relation to Mr Fitzgibbon.
Further Information
Listing Rule 10.14 provides that a listed company may only permit a director to acquire shares or rights to shares under an employee incentive scheme where that director's participation has been approved by an ordinary resolution of shareholders. It is the Board's current intention that if the Performance Rights vest, shares will be acquired on-market for the purposes of the LTIP. The Board wishes to seek approval for the acquisition of Performance Rights and shares by the Managing Director & CEO under the LTIP as discussed in these Explanatory Notes.
In accordance with the Listing Rules, the following information is provided for shareholders:
ENCLOSURES
Enclosed with the Notice of Meeting are:
a proxy form to be completed if you would like to be represented at the AGM by proxy.
An electronic proxy facility is also available to shareholders via the nib shareholders website - nib.com.au/shareholders;
an AGM question form to be completed if you would like a specific question to be addressed by the Chairman or Auditor at the AGM; and
a reply paid envelope for you to return either or both of the proxy form and AGM question form.
SCHEDULE
SUMMARY OF THE LTIP RULES
A grant of performance rights is subject to both the LTIP Rules and the terms of the specific grant as determined by the Board. The Board is responsible for administering the LTIP in accordance with the LTIP Rules and the terms and conditions of specific grants of performance rights to participants in the LTIP.
Eligibility and Participation
The Board may determine which persons are eligible to participate in the LTIP from time to time. Eligible persons may be invited to apply to participate in the LTIP. The Board may, in its discretion, accept such applications.
Performance Rights
A person participating in the LTIP ('Executive') may be granted performance rights on terms and conditions, including tenure conditions and performance hurdles, determined by the Board. A performance right has a nil exercise price and is exercised automatically on vesting unless determined otherwise by the Board.
Consideration for Grant
The Board may determine the amount (if any) payable for the grant of a performance right from time to time.
Vesting
Following the satisfaction of the performance hurdles applying to a performance right, the performance right vests on a date predetermined by the Board ('Vesting Date').
Accelerated Vesting at Board's Discretion
The Board may, in its discretion, decide to accelerate the vesting of all or part of the performance rights held by an Executive if there is a winding up of the Company, a delisting of the Company, a change of control, reconstruction or amalgamation of the Company, death of a participant or a cessation of employment as a result of total disablement, redundancy or retirement.
Lapse
An unvested performance right will lapse on the earliest of:
the expiry date applicable to that performance right;
the Board determining that the vesting conditions in respect of the performance right are not satisfied and not capable of being satisfied on the relevant testing date and that the performance right has lapsed;
the Board making a determination in accordance with the terms and conditions of grant of the performance rights that the performance right has lapsed;
the date the Executive ceases to be employed by nib or a company in the Group due to being a 'bad leaver' (being an Executive who ceases employment with nib or a company in the Group by reason of summary dismissal, resignation (other than a mutually agreed separation) or any
other reason the Board determines creates a 'bad leaver' (other than a reason specified in e below)), unless the Board determines otherwise;
the date the Executive ceases to be employed by nib or a company in the Group due to:
death;
total and permanent disablement;
retirement;
redundancy; or
mutually agreed separation,
in which case a pro rata number of each tranche of that Executive's unvested performance rights (calculated in accordance with the LTIP Rules) will lapse 30 days after the date the Executive ceases employment and the balance of the Executive's unvested performance rights will continue to be held by the Executive subject to the terms and condition of the grant of the performance rights and the LTIP Rules, unless the Board determines otherwise; or
the Board determining that the Executive has committed (or it is evident that the Executive intends to commit) any act (whether by omission or commission) of dishonesty, fraud, wilful
misconduct, wilful breach of duty, serious and wilful negligence or incompetence in the performance of the Executive's duties, the Executive is convicted of a criminal offence (other than minor/trivial offences) or is guilty of wilful or recklessly indifferent conduct which may injure the reputation or business of
an nib entity, or the Executive has breached a confidentiality or non-compete obligation and that the performance right has lapsed.
Delivery of Shares on Vesting of Performance Rights
Following the Vesting Date or the accelerated vesting of a performance right, the Executive will be allocated or issued the number of shares set out in the terms and conditions of the specific grant.
The Board has the discretion to have shares issued or transferred to an Executive on vesting of performance rights. Any shares issued or allotted under the LTIP will rank equally with those shares of the same class for the time being on issue, except for any rights attaching to those shares by reference to a record date prior to the date of issue or allotment.
Adjustment
In the event of any capital reorganisation by the Company (including any bonus issues), an Executive's performance rights, and the shares allocated to the Executive on vesting of the Executive's performance rights, will be adjusted as set out in the LTIP Rules and otherwise in accordance with the Listing Rules. In
general, it is intended that the Executive will not receive any advantage or disadvantage from such adjustment.
Restrictions on Disposal of Shares
An Executive may not dispose of, deal in, or grant a security interest over any interest in, a share allocated to the Executive on the vesting of a performance right for any relevant period determined by the Board. The Board may implement such arrangements (including a holding lock) as it determines are necessary to
enforce this restriction. Once the restriction is removed, and subject to the Company's Trading Policy, shares acquired on the vesting of performance rights may be dealt with freely.
|
distributed by
|
