ASX ANNOUNCEMENT

22 September 2020

SCENTRE GROUP (ASX: SCG) / (ASX: CDP)

VARIATION TO CEO'S SERVICE AGREEMENT

Scentre Group announces variations to the service agreement for the Group's CEO, Peter Allen, and the issue to Mr Allen of Retention Awards, alongside the Retention Awards announced today for other members of the Group's senior executive team.

Service Agreement Variations

Under Mr Allen's service agreement, which was a continuing agreement inherited from the Westfield Group, the notice period (other than for termination by cause) was for Mr Allen, 3 months and the Group, 1 month.

Severance payments for termination by the Group (other than for cause) were 24 months fixed remuneration.

The Board considered the respective notice periods to be insufficient, and together with the severance payment entitlements, out of step with market practice for CEOs of ASX 30 entities. The Board accordingly determined to seek to agree appropriate variations with Mr Allen.

The amended terms now provide for a mutual 12 month notice period and a severance payment equal to 12 months fixed remuneration if Mr Allen meets the Group's retirement conditions (which remain unchanged), if Mr Allen's employment is terminated by the Group (other than for cause), or in the case of death or permanent disability. A summary of Mr Allen's amended service agreement is set out below.

Retention Awards

Mr Allen has been granted Retention Awards under the Retention Award proposals announced today and implemented between the Group and key members of the Group's senior executive team as set out in the accompanying Appendix 3G.

Subject to Mr Allen's satisfaction of all vesting conditions and performance hurdles (including remaining employed with the Group until 15 February 2023), Mr Allen's Retention Awards are due to vest 50% on 15 February 2023 and 50% on 15 February 2024. Further details on the Retention Awards are set out in the Appendix 3G.

The terms of Mr Allen's remuneration package and the components of that package otherwise are unchanged.

The Board has granted the Retention Awards, and sought an extension to Mr Allen's contractual notice periods, in light of the circumstances referred to in the "Rationale for Grant of Retention Awards" on page 13 of the Appendix 3G.

This announcement has been authorised for release by the Chairman of the Board.

Further information:

Company Secretary

Investor Relations

Corporate Affairs/Media

Maureen McGrath

Andrew Clarke

Alexis Lindsay

+61 2 9358 7439

+61 2 9358 7612

+61 2 9358 7739

Scentre Group Limited

ABN 66 001 671 496

Scentre Management Limited

RE1 Limited

RE2 Limited

ABN 41 001 670 579

ABN 80 145 743 862

ABN 41 145 744 065

AFS Licence No: 230329 as responsible

AFS Licence No: 380202 as responsible

AFS Licence No: 380203 as responsible

entity of Scentre Group Trust 1

entity of Scentre Group Trust 2

entity of Scentre Group Trust 3

ABN 55 191 750 378 ARSN 090 849 746

ABN 66 744 282 872 ARSN 146 934 536

ABN 11 517 229 138 ARSN 146 934 652

Level 30, 85 Castlereagh Street

GPO Box 4004

+61 (02) 9358 7000

Sydney NSW 2000 Australia

Sydney NSW 2001 Australia

scentregroup.com

A summary of Mr Allen's amended service agreement is set out below. Please see accompanying Appendix 3G for a further details of the Retention Awards referred to above.

Service Agreement

Term

Contract term

No fixed term

Notice period by

Employee: 12 months

employee and

Employer: 12 months

employer

Details of any post-

Where permitted by law, the Group imposes a further requirement that, following retirement, the

employment

executive complies with certain continuing non-compete,non-solicitation and confidentiality

restraints

obligations for two years following termination which, if not satisfied, will result in forfeiture of all

unvested rights

Set out below is a summary of termination payments and treatment of the short-termat-risk remuneration plan (STAR) and the long-termat-risk remuneration plan (LTAR) on Mr Allen leaving the Group's employment.

Event

Termination payment

Treatment of STAR

Treatment of STAR and LTAR

(cash)

(deferred equity)

Resignation and

Accrued statutory

Payment of a pro-rata

All unvested entitlements under the

termination for cause

entitlements

bonus for the relevant

Group's performance rights plan are

year for resignation

forfeited, without payment, on

termination

Termination by the

Accrued statutory

Pro-rata performance

Where termination occurs more

Group (other than for

entitlements

bonus to the date of

than one year prior to the end of the

cause)

Payment of 12 months

termination

relevant performance period, a pro-

fixed remuneration

rata vesting applies up to the date

of termination. Awards of

performance rights which have less

than one year to the end of the

relevant performance period vest in

full (excluding any rights which

lapsed because of a failure to

satisfy a performance hurdle).

Rights that have been granted for

less than 6 months lapse

Death or permanent

Accrued statutory

Pro-rata performance

Full vesting of outstanding

disability

entitlements

bonus to the date of

performance rights (excluding any

Payment of 12 months

termination

rights which lapsed because of a

fixed remuneration

failure to satisfy a performance

hurdle)

Retirement

An executive must have at least 5 years continuous service, must have reached the age of 55 years or the aggregate of the age of the executive and the number of years in service is equal to or greater than 70. Mr Allen has met these requirements

Mr Allen must enter into a 2 year post- employment non- compete agreement (containing additional non-solicitation and confidentiality obligations)

  • Accrued statutory entitlements
  • Payment of 12 months fixed remuneration

Pro-rata performance

The executive will continue in the

bonus to the date of

plans until the date of vesting in

termination

respect of performance rights

granted at least 6 months prior to

the date of termination (excluding

any rights which lapsed because of

a failure to satisfy a performance

hurdle)

In circumstances where continued

participation in the plan is not

permitted under the terms of the

plan, the executive is entitled to a

cash payment from the Group

equivalent to the amount that would

have been received had the

executive been permitted to

continue in the plan

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Carindale Property Trust published this content on 22 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 October 2020 01:54:02 UTC