GRINDROD LIMITED
(Registration No 1966/009846/06)
FORFEITABLE SHARE PLAN
TABLE OF CONTENTS
1. | ||
2. | ||
3. | THE FSP | 11 |
4. | OPERATION OF THE FSP | 11 |
5. | FSP LIMITS | 14 |
6. | MAKING AND SETTLEMENT OF AWARDS | 15 |
7. OWNERSHIP IN RESPECT OF FORFEITABLE SHARES AND PARTICIPANT'S RIGHTS
BEFORE THE VESTING DATE | 20 | |
8. | VESTING OF AWARDS | 21 |
9. | TERMINATION OF EMPLOYMENT AND DEATH14.1(h) | 22 |
10. | CHANGE OF CONTROL14.1(g) | 25 |
11. | VARIATION IN SHARE CAPITAL14.3(b), (c), (d) and (e) | 26 |
12. | FORFEITURE AND LAPSE OF AWARDS | 30 |
13. | FURTHER CONDITIONS | 31 |
14. | DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS14.8 | 33 |
15. | AMENDMENTS AND TERMINATION14.2 | 34 |
16. | DOMICILIUM AND NOTICES | 35 |
17. | DISPUTES | 38 |
18. | GOVERNING LAW | 39 |
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1. INTRODUCTION
- The purpose of the FSP is to provide selected Employees of the Employer Companies with the opportunity of receiving Shares in the Company.
- The FSP will be used as a retention mechanism or as a tool to attract prospective Employees. The FSP will provide Participants with the opportunity to share in the success of the Company and provide alignment between these Participants and shareholders. 14.1(a)
2. INTERPRETATION
2.1 In these Rules, unless inconsistent with the context, the following words and expressions shall have the following meanings:
2.1.1 | "Act" | the Companies Act 71 of 2008 | as |
amended and any re-enactment or | |||
replacement thereof; | |||
2.1.2 | "Allocated" | for purposes of setting the FSP limits | |
referred to in Rule 5, shall mean one | |||
Share allocated per Forfeitable Share | |||
Awarded; | |||
2.1.3 | "Auditors" | the auditors of the Company from time | |
to time; | |||
2.1.4 | "Award" | an award of a specified number of | |
Forfeitable Shares to an Employee | in |
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terms of Rule 4.6 on the basis that the | ||||
Forfeitable Shares may be forfeited in | ||||
the circumstances set out in the Award | ||||
Letter and these Rules, and "Awarded" | ||||
shall bear a similar meaning; | ||||
2.1.5 | "Award Date" | the date, specified in the Award Letter, | ||
on which an Award is made to an | ||||
Employee and the Employee will be | ||||
deemed to have automatically accepted | ||||
the Award on this date, unless otherwise | ||||
specified in the Rules; | ||||
2.1.6 | "Award Letter" | a letter containing | the | information |
specified in Rule 6.2 sent by the | ||||
Company or its nominee, and on the | ||||
recommendation of | the | Employer | ||
Company, to an Employee informing the | ||||
Employee of the making of an Award to | ||||
him; | ||||
2.1.7 | "Business Day" | any day on which the JSE is open for | ||
the transaction of business; | ||||
2.1.8 | "Capitalisation Issue" | the issue of shares on capitalisation of | ||
the Company's profits and/or reserves | ||||
including the Company's share premium |
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account and capital redemption reserve | ||
fund; | ||
2.1.9 | "Change of Control" | where a person (or persons acting |
together in concert), who did not have | ||
Control of the Company through a | ||
transaction, or series of transactions, | ||
acquires Control of the Company; | ||
2.1.10 | "Change of Control Date" | the date on which the Change of Control |
of the Company becomes effective; | ||
2.1.11 | "Company" | Grindrod Limited (Registration Number |
1966/009846/06); | ||
2.1.12 | "Control" | means: |
a) the holding of shares or the |
aggregate of holdings of shares or other securities in the Company entitling the holder thereof to exercise, or cause to be exercised, more than the prescribed percentage from time to time, as defined in the Act and the regulations thereto, of the voting rights at shareholders meetings of the Company irrespective of whether such holding or holdings confers de facto control; or
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b) the holding or control by a shareholder | |||||
or member alone or pursuant to an | |||||
agreement with other shareholders or | |||||
members of more than 50% of the voting | |||||
rights in the Company; or | |||||
(c) is entitled, directly or indirectly, to | |||||
appoint a majority of Directors of the | |||||
board of Directors of the Company, or to | |||||
appoint or remove Directors having a | |||||
majority of the votes exercisable at | |||||
meetings of the board of Directors of the | |||||
Company; | |||||
2.1.13 | "Country Schedule" | a schedule to these Rules to be adopted | |||
as directed by the RemCom, governing | |||||
participation in the FSP by Participants | |||||
employed by the Group in jurisdictions | |||||
other than South Africa. Such Country | |||||
Schedule shall form part of the Rules; | |||||
2.1.14 | "Date of Termination of Employment" | the | date | upon which a | |
Participant is no longer permanently | |||||
employed by, or ceases to hold salaried | |||||
office in, any Employer Company; | |||||
provided | that, | where | a Participant's |
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employment is terminated without notice or on terms in lieu of notice, the Date of Termination of Employment shall be deemed to occur on the date on which the termination takes effect, and where such employment is terminated with notice, the Date of Termination of Employment shall be deemed to occur upon the date on which that notice expires;
2.1.15 | "Directors" | the directors of the Company from time | |||
to time; | |||||
2.1.16 | "Employee" | any person holding permanent salaried | |||
employment or office with any Employer | |||||
Company, | including | any | executive | ||
director, but excluding any non- | |||||
executive director of the Group;14.1(a), | |||||
2.1.17 | "Employer Company" | a company in the Group which | employs | ||
a Participant and which will | have an | ||||
obligation | to Settle | Shares | to such | ||
Participant, | unless otherwise | provided | |||
for; |
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2.1.18 | "Escrow Agent" | the person or entity appointed by the | |||
Company from time to time to hold | |||||
Forfeitable Shares on behalf of | |||||
Participants; | |||||
2.1.19 | "Financial Year" | the financial | year of | the | Company |
currently running from 1 January to 31 | |||||
December of each year; | |||||
2.1.20 | "Forfeitable Shares" | the Shares comprised in the Award | |||
registered in the name of the Participant | |||||
and held for his benefit in dematerialised | |||||
form in terms of Rule 7, the Vesting of | |||||
which is subject to the fulfilment of the | |||||
Vesting Condition as specified in the | |||||
Award Letter; | |||||
2.1.21 | "FSP" | the Grindrod Limited Forfeitable Share | |||
Plan constituted by these Rules; | |||||
2.1.22 | "Group" | the Company and its Subsidiary/ies from | |||
time to time; | |||||
2.1.23 | "JSE" | the exchange operated | by | the JSE | |
Limited | (registration | number | |||
2005/022939/06), a public company duly | |||||
registered and incorporated with limited | |||||
liability in accordance with the company |
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laws of South Africa, licensed as an | ||
exchange under the Securities Services | ||
Act, No. 36 of 2004, as amended and any | ||
re-enactment or replacement thereof; | ||
2.1.24 | "JSE Listings Requirements" | the Listings Requirements as amended |
from time to time by the JSE, whether by | ||
way of practice note or otherwise; | ||
2.1.25 | "Liquidation Date" | the date on which any successful |
application for the final or provisional | ||
liquidation of the Company is lodged at | ||
the relevant court; | ||
2.1.26 | "Majority of Operations" | all or the greater part of the assets or |
undertaking of the Company; | ||
2.1.27 | "Participant" | an Employee who has accepted or is |
deemed to have accepted an Award | ||
made to him in terms of the FSP and | ||
includes the executor of such Employee's | ||
deceased estate where appropriate; | ||
2.1.28 | "Prohibited Period" | a prohibited period, including a closed |
period, as defined in the JSE Listings |
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Requirements applicable | to | the | |||
Company from time to time; | |||||
2.1.29 | "Recharge Policy" | a policy or agreement in force from time | |||
to time between the Company and an | |||||
Employer Company | regulating | the | |||
funding of the Settlement; | |||||
2.1.30 | "RemCom" | the remuneration | and | nomination | |
committee of the board of Directors, the | |||||
members of which do not hold any | |||||
executive office within the Group, | |||||
charged with the administration of all or | |||||
part of the FSP and, in the absence of | |||||
such a RemCom, non-executive directors | |||||
serving on the board of Directors; | |||||
2.1.31 | "Retirement" | in relation to a Participant, the normal | |||
retirement age as determined by the | |||||
Company, or with the approval of the | |||||
Directors, prior to the normal retirement | |||||
age; | |||||
2.1.32 | "Rights Issue" | the offer of any securities of the | |||
Company to all ordinary shareholders of |
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Grindrod Limited published this content on 05 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2024 07:04:05 UTC.