DEFINING DESIGN
QUALITY
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12.
Variation of capital
12.1 If a variation in the issued ordinary share capital of the Company (whether by way of a capitalisation of profits
or reserves or rights issue, distribution or otherwise) shall take place, then:
(a)
the class and/or number of Shares which are the subject of an Award to the extent not yet vested; and/
or
(b)
the class and/or number of Shares over which future Awards may be granted under the Scheme,
shall be adjusted by the Committee to give each Participant the same proportion of the equity capital of the
Company as that to which he was previously entitled and, in doing so, the Committee shall determine at its
own discretion the manner in which such adjustment shall be made.
12.2 Unless the Committee considers an adjustment to be appropriate:
(a)
the issue of securities as consideration for an acquisition or a private placement of securities; or
(b)
the cancellation of issued Shares purchased or acquired by the Company by way of a market purchase
of such Shares undertaken by the Company on the SGX-ST during the period when a share purchase
mandate granted by Shareholders of the Company (including any renewal of such mandate) is in force,
shall not normally be regarded as a circumstance requiring adjustment.
12.3 Notwithstanding the provisions of Rule 12.1:
(a)
no such adjustment shall be made if as a result, the Participant receives a benefit that a Shareholder
does not receive; and
(b)
any determination by the Committee as to whether to make any adjustment and if so, the manner in
which such adjustment should be made, must (except in relation to a capitalisation issue) be confirmed
in writing by the Auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and
reasonable.
12.4 Any increase in the issued share capital of the Company as a consequence of the delivery of Shares pursuant
to the vesting of Awards from time to time by the Company or through any other share-based incentive
schemes implemented by the Company will also not be regarded as a circumstance requiring adjustment.
12.5 Upon any adjustment required to be made pursuant to this Rule 12, the Company shall notify the Participant
(or his duly appointed personal representatives where applicable) in writing and deliver to him (or his duly
appointed personal representatives where applicable) a statement setting forth the class and/or number of
Shares thereafter to be issued pursuant to the grant of an Award. Any adjustment shall take effect upon such
written notification being given.
13.
Administration of the Scheme
13.1 The Scheme shall be administered by the Committee in its absolute discretion with such powers and duties
as are conferred on it by the Board, provided that no member of the Committee shall participate in any
deliberation or decision in respect of Awards granted or to be granted to him. The quorum for any Committee
meeting shall be three (3) directors, of which two (2) of the directors shall be independent directors.
13.2 The Committee shall have the power, from time to time, to make and vary such rules (not being inconsistent
with the Scheme) for the implementation and administration of the Scheme as they think fit including, but not
limited to:
(a)
imposing restrictions on the number of Awards that may be vested within each financial year;
(b)
amending Performance Targets in accordance with Rule 8.2, if by so doing, it would be a fairer measure
of performance for a Participant or for the Scheme as a whole.
13.3 Any decision of the Committee made pursuant to any provision of the Scheme (other than a matter to be
certified by the Auditors) shall be final and binding (including any decisions pertaining to the number of
Shares to be vested) or to disputes as to the interpretation of the Scheme or any rule, regulation, procedure
thereunder or as to any rights under the Scheme.
Letter To Shareholders
