DEFINING DESIGN
QUALITY
108
2.
THE KINGSMEN PERFORMANCE SHARE SCHEME
2.1 Size of the Scheme
The aggregate number of Shares available under the Scheme (“
Scheme Shares
”) shall not exceed 15% of the
total number of issued Shares (excluding treasury shares) from time to time, in accordance with Rule 845(1)
of the Listing Manual. As at the Latest Practicable Date, the aggregate Awards granted comprise 2.6% of the
Company’s issued share capital.
2.2 Delivery of Performance Shares
The Company will deliver Shares to Participants upon vesting of Awards by way of issue of new Shares and/or
purchase of existing Shares. In determining whether to issue new Shares and/or purchase existing Shares, the
Company will take into account,
inter alia
, the number of Performance Shares to be delivered, the prevailing
market price of the Shares and the potential cost to the Company.
2.3 Rationale for participation by Controlling Shareholders and their Associates
Directors and employees of the Group who are also Controlling Shareholders or Associates of Controlling
Shareholders should be remunerated for their contribution to the Group on the same basis as other Directors
and employees who are not Controlling Shareholders or Associates of Controlling Shareholders. Although
Controlling Shareholders and their Associates (as the case may be) already have shareholding interests in
the Company, the extension of the Scheme to encompass them will ensure that they are equally entitled to
take part and benefit from the same. The Scheme is intended to be part of the remuneration package for
selected Directors and employees of the Group, and the Controlling Shareholders and their Associates should
not be unduly discriminated against by virtue only of the Controlling Shareholders’ shareholdings in the
Company. The extension of the Scheme to them will enhance the long-term commitment of such Controlling
Shareholders and their Associates as they will continue to have a stake in the Company even if they sell down
their existing Shares in the Company.
Eligible Controlling Shareholders and their Associates shall be treated equally for the purposes of the
Scheme. Accordingly, the Scheme does not unduly favour such Controlling Shareholders or their Associates.
The terms and conditions of the Scheme do not differentiate between eligible Controlling Shareholders and
their Associates from other Participants. In this manner, the Scheme would not unduly favour such Controlling
Shareholders or their Associates over other Participants.
Participation by Controlling Shareholders and/or their Associates allows the Group to propose a more
balanced and flexible remuneration package which would link an employee’s total remuneration to the results
of the Group, and this would in turn increase Shareholders’ value. The grant of Awards to eligible Controlling
Shareholders and/or their Associates will act as an incentive for such persons to better their performance
as the delivery of Shares pursuant to the Scheme is contingent upon prescribed Performance Targets and
conditions being met and/or good work performance.
3.
PROPOSED AWARDS
3.1 Proposed Award to Mr. Soh Siak Poh Benedict, a Controlling Shareholder
As set out in Resolution 9 of the notice of the 2015 AGM, it is proposed that Mr. Benedict Soh be granted an
Award in accordance with the rules of the Scheme and on the following terms:
Proposed date of grant of Award
: within four (4) weeks from the date of the 2015 AGM
Number of Performance Shares
: up to 140,000 Shares
Moratorium period
: 12 months from the date of issue and allotment
Date of vesting of Award
: the date of grant of the Award
Rationale
Mr. Benedict Soh is the Group’s Executive Chairman, overseeing the Group’s strategic development and
setting the overall strategy and policies. He is also responsible for exploring strategic business opportunities.
As one of the founders of the Group, Mr. Benedict Soh has been instrumental in spearheading the growth of
the Group’s business operations.
TheCompany seeks to rewardMr. Benedict Soh, via the ProposedAward, for his significant contributions to the
Group’s success and growth. The Proposed Award will form a part of Mr. Benedict Soh’s remuneration. Under
the leadership of Mr. Benedict Soh and the senior management team, the Group achieved a compounded
annual growth rate of 9.9% in revenue from S$190.6 million in FY2008 to S$336.4 million in FY2014 and a
compounded annual growth rate of 3.2% in net profit after tax from S$14.2 million in FY2008 to S$17.2 million
in FY2014.
Letter To Shareholders
