COLLINS FOODS LIMITED 
By colliNs Foods limited
AcN 151 420 781
Notice is giveN that colliNs Foods limited (the 'compaNy') will hold its 2013 aNNual geNeral meetiNg at 10.00am (BrisBaNe time) oN wedNesday, 4 septemBer 2013 at 16-20 edmoNdstoNe street, Newmarket, QueeNslaNd. Business1. Financial and Other Reports
To receive and consider the Financial Report, Directors' Report and Independent Auditor's Report of the Company and its controlled entities for the financial period ended 28 April 2013.
2. Re-election of Director - Bronwyn Morris
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"To re-elect as a Director of the Company Bronwyn Morris who, being a Director of the Company, retires and, being eligible, offers herself for re-election."
3. Election of Director - Stephen Copulos
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"To elect as a Director of the Company Stephen Copulos who was appointed as a Director by the Board on 12 April 2013."
4. Adoption of Remuneration Report
To consider and, if thought fit, to pass the following as an ordinary resolution:
"That the Remuneration Report (which forms part of the Directors' Report) in respect of the period ended 28 April 2013 be adopted."
Note: This resolution is advisory only and does not bind the
Directors or the Company.
5. Approval for Collins Foods Limited executive and employee incentive plan
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purpose of Listing Rule 7.2 exception 9 and for all other purposes, the Collins Foods Limited Executive and Employee Incentive Plan (LTIP), the terms of which are summarised in the Explanatory Notes, be approved."
6. Approval for proposed issue of performance rights to Kevin Perkins under the LtiP
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That for the purpose of Listing Rule 10.14 and for all other purposes, approval is given for the issue to the Managing Director of the Company, Kevin Perkins, of Performance Rights under the LTIP as a long-term incentive on the terms set out
in the Explanatory Notes, and for the issue of Shares upon exercise of those Performance Rights."
Voting exclusions
The Company will disregard any votes cast on:
- Item 4 by any member of Key Management Personnel (details of whose remuneration are included in the Remuneration Report) and any closely related party of such a member (such as close family members or a company the person controls); and
- Items 5 and 6 by a Director of the entity (except one who
is ineligible to participate in any employee incentive scheme in relation to the entity) and an Associate of that person
(or persons).
However, the Company will 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
- 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.
Please refer to the Undirected and Directed Proxies section for important information about the appointment of proxies in relation to items 4, 5 and 6.
Additional information
The Explanatory Notes and Voting Notes sections of this Notice of Meeting provide further information on each of the items of business and voting entitlements and methods.
By Order of the Board
Fran Finucan
Company Secretary
Dated: 30 July 2013
Collins Foods Limited Notice of Annual General Meeting 2013 1
Notice oF aNNual geNeral meetiNg 2013 eXPLAnATORY nOTes
The following Explanatory Notes have been prepared for the information of shareholders in relation to the business to be conducted at the Company's 2013 Annual General Meeting.
The purpose of these Explanatory Notes is to provide shareholders with information they reasonably require to decide how to vote upon the resolutions. The Board recommends that shareholders read these Explanatory Notes before determining how to vote on a resolution.
item 1 - Financial and Other Reports
The Financial Report, Directors' Report and Auditor's Report for the Company for the year ended 28 April 2013 will be tabled at the meeting.
There is no requirement for shareholders to approve these reports. The Chairman of the meeting will, however, allow a reasonable opportunity for shareholders to ask questions on the reports and management of the Company at the meeting.
Shareholders will also be given a reasonable opportunity to ask a representative of the Company's Auditor, PricewaterhouseCoopers (PwC), questions relevant to the conduct of the audit and the preparation and content of the Auditor's Report.
The Company's 2013 Annual Report is available on the
Company's website: www.collinsfg.com.au.
item 2 - Re-election of Director - Bronwyn Morris The Company's Constitution and the Listing Rules require that Directors must not hold office for more than three years without re-election (rotation requirements). The Company's Constitution further requires that one Director (excluding Directors appointed by the Board during the year) must retire and offer themselves for re-election at an annual general meeting.
Accordingly, Bronwyn Morris retires from office and offers herself for re-election.
Bronwyn Morris
Independent Non-Executive Director
Bronwyn Morris is a Chartered Accountant with over 20 years' experience in accounting, audit and corporate services. A former partner of KPMG, Ms Morris worked with that firm
and its predecessor firms in Brisbane, London and the Gold Coast. For the last 16 years Ms Morris has been a full-time non-executive Director and has served on the boards of a
broad range of companies, including Queensland Rail Limited, Stanwell Corporation Limited, Colorado Group Limited, Spotless Group Limited and QIC Limited; and is a former
Councillor of Bond University. She currently serves as Chairman of, or a member of, the audit and risk committees with respect to a number of her board roles.
Ms Morris' other current directorships include Care Australia, Royal Automobile Club of Queensland Limited, Prime Pacific Seafood Pty Ltd and Children's Health Foundation Queensland, which she deputy chairs.
Ms Morris is Chair of the Company's Audit and Risk Committee and a member of the Company's Remuneration and Nomination Committee.
Board Recommendation:
The Board (with Bronwyn Morris abstaining) recommends that shareholders vote in favour of the re-election of Bronwyn Morris.
The Chairman of the meeting intends to vote all available proxies in favour of the re-election of Bronwyn Morris.
item 3 - Election of Director - Stephen Copulos Stephen Copulos was appointed a Director by the Board on 12 April 2013.
The Company's Constitution requires that a Director appointed by the Board must retire at the next annual general meeting occurring after that appointment and is eligible for election at that meeting.
Accordingly, Stephen Copulos retires from office and offers himself for election as a Director.
Stephen Copulos
Non-Executive Director
Stephen Copulos is the Managing Director of The Copulos Group, a major shareholder of Collins Foods. He is also currently the Chairman of QSR Pty Ltd, which is the largest KFC franchisee in New South Wales; and Chairman of ASX listed Crusader Resources Ltd. Mr Copulos has over 30 years of experience in a variety of businesses and investments, in
a wide range of industries including fast food, hospitality, manufacturing, mining and property development.
Mr Copulos has over 14 years' experience as a company director of both listed and unlisted public companies.
Mr Copulos is not considered an independent director on
the basis of his position as Managing Director of the Copulos
Group, a substantial shareholder in the Company.
Board Recommendation:
The Board (with Stephen Copulos abstaining) recommends that shareholders vote in favour of the election of Stephen Copulos.
The Chairman of the meeting intends to vote all available proxies in favour of the election of Stephen Copulos.
item 4 - Adoption of Remuneration Report
The Corporations Act requires that a resolution that the Remuneration Report be adopted must be put to the vote at the Company's Annual General Meeting.
The Remuneration Report for the financial period ended
28 April 2013 is set out on pages 17 to 24 of the 2013 Annual Report, which can be found on the Company's website (www.collinsfg.com.au).
2 Collins Foods Limited Notice of Annual General Meeting 2013
The Remuneration Report outlines the remuneration framework and remuneration arrangements in place for Directors and Key Management Personnel of the Company and its controlled entities, detailing:
- the principles and objectives underlying the remuneration framework;
- specified details of the components of Directors' and senior executives' remuneration, including performance conditions; and
- the relationship between remuneration structures and
Company performance.
It is noted that the shareholder vote on the Remuneration Report is advisory only and does not bind the Directors or the Company.
However, the Corporations Act now provides for a 'two strikes rule' in relation to voting on the Remuneration Report. In summary, the rule gives shareholders the opportunity to require a general meeting to be held to re-elect the Board if the Remuneration Report receives two 'strikes' (at least 25% of the votes cast on the resolution are against adoption) at two consecutive annual general meetings.
Board Recommendation:
Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that shareholders vote in favour of adopting the Remuneration Report.
The Chairman of the meeting intends to vote all available proxies in favour of the adoption of the Remuneration Report.
item 5 - Approval for Collins Foods Executive and Employee incentive Plan (LtiP) Background
The Company's remuneration framework is designed to provide competitive and appropriate remuneration so that the Company can attract and retain skilled employees and
motivate them to build long-term value for the Company and its shareholders. The Board believes that the introduction of
a long-term incentive plan under which employees may be eligible to receive securities in the Company will increase the alignment of employee interests with those of the Company and its shareholders.
The Board's Remuneration and Nomination Committee engaged external, independent remuneration specialists, Ernst
& Young, to assist with the design of a long-term incentive plan for the Company. In conjunction with the assistance provided
by Ernst & Young, the Board, on advice of the Remuneration and Nomination Committee, has approved an LTIP.
The LTIP offers long-term incentives to employees, including executive Directors1, in the form of Performance Rights over Shares. The number of Performance Rights is calculated by dividing the dollar value of the participant's long-term incentive by the volume weighted average price of the Shares for the
five days prior to the date of offer of the Performance Rights.
The Performance Rights are to be issued for nil consideration
and will vest upon the achievement of certain vesting conditions, including the achievement of EPS targets by the Company.
The Company does not intend to issue more than an aggregate of 5% of its share capital, from time to time, under the plans.
The LTIP aims to more closely align rewards for performance with the achievement of the Company's growth and strategic objectives for financial year 2014 and beyond.
Listing Rules
The Listing Rules generally restrict listed companies from issuing more than 15% of their issued share capital in any 12 month period without shareholder approval2.
Listing Rule 7.2 exception 9 provides that the general requirement for shareholder approval will not apply to an issue under an employee incentive scheme if, within three years before the date of the issue, shareholders approved the issue
of securities under the scheme as an exception to this rule.
If the LTIP is approved by shareholders, future issues under
the LTIP will be exempt from counting towards the Company's
15% threshold limit.
However, this exception does not apply to issues to Directors
and their Associates3, which issues will require separate approval.
Regulatory information
As it is the first time that approval is being sought for the LTIP, no Performance Rights or Shares have been issued under the LTIP as at the date of this Notice.
Item 6 of this Notice seeks shareholder approval for the issue of Performance Rights and Shares under the LTIP to Kevin Perkins, the Managing Director.
A summary of the LTIP rules is set out in the Schedule to this Notice.
Directors' Recommendation
The Board (with Kevin Perkins abstaining) recommends that shareholders vote in favour of approving the Collins Foods Executive and Employee Incentive Plan.
item 6 - Approval for proposed issue of Performance
Rights to Kevin Perkins under the LtiP
Item 6 seeks shareholder approval for the issue of Performance Rights, and Shares issued on exercise of the Performance Rights, to Kevin Perkins under the LTIP, as part of his long-term incentive arrangements.
Listing Rules
Securities cannot be issued to a Director under an employee incentive scheme without first obtaining shareholder approval. If approval is given under Listing Rule 10.14, approval is not required under Listing Rule 7.1.
1. Non-executive Directors are not eligible to participate in the LTIP.
2. Listing Rule 7.1.
3. Listing Rule 10.14 also extends to a person whose relationship with the company, a director or an associate of a director is, in ASX's opinion, such that approval should be obtained.
Collins Foods Limited Notice of Annual General Meeting 2013 3
Notice oF aNNual geNeral meetiNg 2013Grant terms
Maximum Number of Securities | The number of Performance Rights will be calculated by dividing $175,000 by the volume weighted average price (VWAP) of the Shares for the five days prior to the date of offer of the Performance Rights. The offer will be made to Kevin Perkins in the month following the annual general meeting. Based on the VWAP of the Shares for the five days prior to 11 July 2013, the number of Performance Rights granted would be 100,183. Each Performance Right is exercisable, subject to the Vesting Conditions and during the applicable period for exercise, for one Share. |
issue Price | The Performance Rights will be issued for nil consideration on the basis their issue represents an incentive for future performance, and will be subject to Vesting Conditions. |
Exercise Price | It is a term of the LTIP that Performance Rights have a nil exercise price. |
Exercise Period | Unless the Board determines otherwise in its discretion, the Performance Rights will automatically vest on the Business Day after the Vesting Conditions have all been satisfied in accordance with the terms of the Plan (the Vesting Determination Date). If the Performance Rights vest while the Company is in a Trading Window, the Performance Rights will automatically exercise upon vesting and the Company must issue or procure the transfer of Shares or pay the Cash Equivalent Value to the Participant in accordance with the terms of the Plan. If the Performance Rights vest while the Company is outside a Trading Window, the Performance Rights will automatically exercise upon the first day of the next Trading Window following the Vesting Determination Date and the Company must issue or procure the transfer of Shares or pay the Cash Equivalent Value to the Participant in accordance with the terms of the Plan Rules. |
Performance Period | The three financial periods beginning on 29 April 2013 and ending on 1 May 2016. |
Vesting Condition | Vesting of the Performance Rights is conditional upon: - satisfaction of a minimum term of employment of 12 continuous months from the grant date; - remaining an eligible participant under the LTIP at all times before vesting; and - the compound growth in the Company's EPS achieved over the performance period is equal to or greater than the Minimum EPS Target. Performance will be tested following the determination of the Company's basic EPS for the financial period ending 1 May 2016, compared to the Company's basic EPS for the financial period ended 28 April 2013. If the growth in EPS between the financial period ended 28 April 2013 and the financial period ending 1 May 2016 is above the Minimum EPS Target and the other vesting conditions are satisfied, the proportion of Performance Rights that will vest will be as follows: EPS is calculated with reference to the disclosed EPS in the Company's annual audited financial reports. The Board retains a discretion to adjust the EPS performance condition to ensure that participants are not penalised nor provided with a windfall benefit arising from matters outside of management's control that affect EPS (for example, excluding one-off non-recurrent items or the impact of significant acquisitions or disposals). |
issue Date | The Performance Rights under the LTIP will be issued to Kevin Perkins as soon as possible after the annual general meeting, and in any event, no later than one month after the date of the annual general meeting. |
Loan terms | There are no applicable loan terms. |
The Performance Rights are otherwise issued on the terms of the LTIP rules summarised in the Schedule to these Explanatory Notes.
Directors' Recommendation
The Board (with Kevin Perkins abstaining) recommends that you vote in favour of approving the proposed issue of Performance
Rights to Kevin Perkins under the LTIP.
4 Collins Foods Limited Notice of Annual General Meeting 2013
Voting Entitlement
The Company has determined that, for the purpose of voting at the Annual General Meeting, all shares in the Company
will be taken to be held by those persons recorded in the Company's Register of Members as at 7.00pm (Brisbane time) on 2 September 2013.
Methods of Voting
Ordinary shareholders can vote in the following ways:
- By attending the meeting and voting either in person or by attorney or, in the case of corporate shareholders, by corporate representative
- By appointing a proxy to vote on their behalf using
the proxy form enclosed with this Notice of Meeting; or
- Online at Link Market Services' website:
www.investorcentre.linkmarketservices.com.au.
Attending the Meeting
If you attend the meeting, please bring your personalised proxy form with you. The bar code at the top of the form will assist with your registration. If you do not bring your form with you, you will still be able to attend the meeting but representatives from Link Market Services will need to verify your identity.
You will be able to register from 9.00am (Brisbane time) on the day of the meeting.
Corporate Shareholders
Corporate shareholders who wish to appoint a representative to attend the meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the Company's representative. The authorisation may be effective either
for this meeting only or for all meetings of the Company.
Shareholders can also download and complete the
'Appointment of Corporate Representation' form from
Link Market Services' website.
Voting by Proxy
If you are entitled to attend and vote at the meeting, you can appoint a proxy to attend and vote on your behalf. A proxy need not be a shareholder of the Company and may be an individual or a body corporate. A personalised proxy form is enclosed with this Notice of Meeting.
If you are entitled to cast two or more votes, you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes. If you require a second proxy form, please contact
Link Market Services on 1300 554 474 (within Australia) or
+61 1300 554 474 (outside Australia).
If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each item by marking the appropriate boxes on the proxy form.
Lodgement of Proxy Forms
Completed proxy forms can be lodged:
- Online - at Link Market Services' website: www.linkmarketservices.com.au. Please note that you will be taken to have signed your proxy form
if you lodge your votes via the registry's website.
- By Mail - Collins Foods Limited c/- Link Market Services Limited Locked Bag A14
Sydney South NSW 1235
- By Facsimile: + 61 2 9287 0309
- By Hand to
Link Market Services
1A Homebush Bay Drive
Rhodes NSW 2138
Your completed proxy form (and any necessary supporting documentation) must be received by Link Market Services
no later than 10.00am (Brisbane time) on 2 September 2013, being 48 hours before the commencement of the meeting.
If the proxy form is signed by an attorney, the original power of attorney under which the proxy form was signed (or a certified copy) must also be received by Link Market Services by 10.00am (Brisbane time) on 2 September 2013.
If you appoint a proxy, you may still attend the meeting. However, your proxy's rights to speak and vote are suspended while you are present. Accordingly, you will be asked to revoke your proxy if you register at the meeting.
Undirected and Directed Proxies
If you appoint the Directors or executives identified as Key Management Personnel (excluding the Chairman) as your proxy, you should direct your proxy how to vote in respect of Items 4 (Remuneration Report), 5 (Approval of LTIP) and
6 (Approval of issues to Kevin Perkins under the LTIP) if you want your shares to be voted on these Items, as these parties will be unable to vote undirected proxies.
In the case of the Chairman of the meeting, he will be authorised to exercise undirected proxies on all items.
Collins Foods Limited Notice of Annual General Meeting 2013 5
Notice oF aNNual geNeral meetiNg 2013Glossary of terms
Annual Report | means the annual report of the Company for the year ended 28 April 2013. |
Associates | has the meaning given in the Corporations Act. |
ASX | means ASX Limited ACN 008 624 691 or the securities exchange operated by it, as the context requires. |
Board | the board of Directors of the Company. |
Company | Collins Foods Limited ACN 151 420 781. |
Corporations Act | Corporations Act 2001 (Cth). |
Directors | the directors of the Company from time to time (each a Director). |
EPS | earnings per Share. |
6 Collins Foods Limited Notice of Annual General Meeting 2013
scheduleSummary of Executive and Employee incentive Plan (LtiP) rules
Summary of the key terms of the LtiP | |
Plan overview | The Board may, from time to time, in its absolute discretion, offer to issue Performance Rights as part of its long-term incentive strategy to an Employee under the LTIP. |
Eligible Employees | Any permanent, full-time or part-time employee (including any executive director) of Collins Foods and its related bodies corporate (Group) (Employee) is eligible to participate in the LTIP and to be offered Performance Rights if they satisfy the criteria or other performance conditions that the Board determines from time to time. Performance Rights may be issued and Shares upon the exercise of Performance Rights may be issued or transferred to Employees or such other persons (including without limitation, any person's legal personal representative or trustee in bankruptcy) as the Board in its discretion determines to be eligible to participate in the LTIP (a Participant). |
Plan limit | In accordance with ASIC Class Order 03/184, the maximum number of Performance Rights that may be issued under the LTIP (or any other plan or similar arrangement) will not, when aggregated with the number of Shares on issue, exceed 5% of the issued capital of the Company on issue at the time of the proposed issue or grant. For the purposes of calculating this 5% limit, ASIC includes: - unissued Shares over which Performance Rights, rights or other options (which remain outstanding) have been granted under this LTIP and any other Group employee incentive scheme; and - the number of Shares issued during the previous five years pursuant to an employee incentive scheme, but specifically excludes: - any offers which are received outside of Australia; - offers made under a disclosure document or product disclosure statement; - offers that do not require disclosure under section 708 of the Corporations Act (eg offers to investors under a 20/12 offer, sophisticated or professional investors and 'senior managers' where a senior manager is a person who is concerned in, or takes part in, the management of the body (regardless of the person's designation and whether or not the person is a director or secretary of the body); and - Performance Rights over Shares where the relevant Performance Right has lapsed. |
Vesting Conditions | The Board will determine whether any performance hurdles or other conditions (including as to time and satisfaction of a minimum 12 month term of employment) will be required to be met (Vesting Conditions) before the Performance Rights which have been issued under the Plan can vest. Performance Rights will automatically vest on the business day after the Board determines the Vesting Conditions have all been satisfied (Vesting Determination Date). The Performance Rights will automatically exercise on the Vesting Determination Date unless the Vesting Determination Date occurs outside a trading window permitted under the Collins Foods Securities Trading Policy, in which case the Performance Rights will exercise upon the first day of the next trading window following the Vesting Determination Date. Upon exercise of the Performance Rights, the Company must issue or procure the transfer of Shares, or alternatively may in its discretion elect to pay the Cash Equivalent Value to the Participant. Cash Equivalent Value means, for each Share to be issued or transferred to a Participant, the volume weighted average price at which Shares have traded on ASX over the five trading days prior to the date at which the obligation to issue or transfer the Share to a Participant under the LTIP arose. |
issue price | Unless otherwise determined by the Board in its discretion, Performance Rights are to be issued for nil consideration to Employees under the Plan. Performance Rights may otherwise be issued for nominal cash consideration. |
Exercise price | The exercise price for Performance Rights, or the method of calculation of the exercise price, is as determined by the Board at the time of issue and stated in the letter of offer. The exercise price for a Performance Right will be nil (including where no exercise price is stated in the letter of offer) unless the Board determines otherwise and states the price in the letter of offer. |
Exercise period | The terms for exercise, including the exercise period, are stated in the offer letter and any Performance Rights may not be exercised outside of a trading window prescribed in the Collins Foods Securities Trading Policy. |
Lapse | Once on issue, Performance Rights will lapse on the first to occur of: - the stated expiry date; - the failure to meet the stated Vesting Conditions within the prescribed period; - if the Participant (or the Employee to whom the offer was made) ceases to be an Employee due to death, permanent illness or permanent physical or mental incapacity (as certified by a medical practitioner who is approved in writing by the Board), retirement or redundancy (or any other reason as determined by the Board): - for vested Performance Rights, until they validly exercise during a trading window; and - for unvested Performance Rights and provided the Participant satisfies the minimum 12 month term of employment, unless the Board otherwise determines (eg including determining the number of unvested Performance Rights should be reduced pro-rata to reflect the period of the performance period that has elapsed between the date of issue and the date of cessation of employment), they will remain subject to the terms in the letter of offer and Performance Rights certificate until they are vested or lapse, |
Collins Foods Limited Notice of Annual General Meeting 2013 7
Notice oF aNNual geNeral meetiNg 2013Lapse (continued) | - a determination by the Board that the Participant has: - been dismissed or removed from office as an Employee for any reason which entitles the Company or the Group entity to dismiss the Participant without notice; or - acted fraudulently, dishonestly or in breach of the Participant's obligations to the Company or another Group entity or otherwise engaged in misconduct, and, the vested and unvested Performance Rights are for that reason to be forfeited; - if the Participant ceases to be an Employee due to resignation (or any other reason as determined by the Board), the date of cessation of employment (or such longer period as the Board determines); and - notwithstanding any other rule, if the Participant has not satisfied the 12 month minimum term of employment, the Performance Rights will lapse regardless of whether they are vested or unvested. |
Rights and restrictions of Performance Rights | Performance Rights are not entitled to receive a dividend. Any Shares issued or transferred to a Participant upon vesting of Performance Rights are only entitled to dividends if they were issued on or before the relevant dividend entitlement date. The Company may impose a mandatory holding lock on the Shares or a Participant may request they be subject to a voluntary holding lock. Shares issued or transferred under the LTIP rank equally in all respects with other Shares on issue. In the event of a reconstruction of the Company (consolidation, subdivision, reduction, cancellation or return), the terms of any outstanding Performance Rights will be amended by the Board to the extent necessary to comply with the Listing Rules at the time of reconstruction. Any bonus issue of securities by way of capitalisation of profits, reserves or share capital account will confer on each Performance Right, the right: - to receive on exercise or vesting of those Performance Rights, not only an allotment of one Share for each of the Performance Rights exercised or vested but also an allotment of the additional Shares and/or other securities the Employee would have received had the Employee participated in that bonus issue as a holder of Shares of a number equal to the Shares that would have been allotted to the Employee had they exercised those Incentives or the Performance Rights had vested immediately before the date of the bonus issue; and - to have profits, reserves or share premium account, as the case may be, applied in paying up in full those additional Shares and/or other securities. Subject to a reconstruction or bonus issue, Performance Rights do not carry the right to participate in any new issue of securities including pro-rata issues. Performance Rights will not be quoted on ASX. The Company will apply for quotation of any Shares issued under the LTIP. |
Assignability | An Employee cannot sell, assign, transfer or otherwise dispose of a Performance Right without the prior written consent of the Board. This does not prevent the exercise of the Performance Right by the estate of a deceased Participant. |
Administration | The LTIP is administered by the Board, which has an absolute discretion to determine appropriate procedures for its administration and resolve questions of fact or interpretation and formulate special terms and conditions (subject to the Listing Rules, including any waiver granted by ASX) in addition to those set out in the LTIP. |
Change of Control | If, in the opinion of the Board, a Change of Control Event has occurred, or is likely to occur, the Board may declare a Performance Right to be free of any Vesting Conditions and, if so, the Company must issue or transfer Shares in accordance with the LTIP rules. In exercising its discretion in determining the vesting outcome, the Board will consider whether measurement of Vesting Conditions (on a pro-rata basis) up to the date of the Change of Control Event is appropriate in the circumstances. Change of Control Event means where: - a takeover bid is made and a person obtains voting power (as defined under the Corporations Act) of more than 50% and the takeover bid has become unconditional; - a court has sanctioned a compromise or arrangement (other than for the purpose of, or in connection with, a scheme for the reconstruction of the Company); or - any other transaction which the Board determines will result in a change in control of the Company. |
Amendments | Subject to the Listing Rules, the Board may amend the LTIP at any time, but may not do so in a way which reduces the rights of Employees' existing rights without their consent, unless the amendment is to comply with the law, to correct an error or similar. |
termination and suspension | The LTIP may be terminated or suspended at any time by resolution of the Board but any such suspension or termination will not affect nor prejudice rights of any Employee holding Performance Rights at that time. |
8 Collins Foods Limited Notice of Annual General Meeting 2013
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