JOHN KEELLS HOLDINGS PLC
CIRCULAR TO SHAREHOLDERS
6 November 2009
Dear Sir / Madam,
EMPLOYEE SHARE OPTION PLAN
John Keells Holdings PLC (the “Company”) has with the approval of its shareholders successfully implemented four Employee Share Option Plans (“ESOP Schemes”) since 1996 whereby the Company was able to issue annually, non-transferable call share options not exceeding a specified percentage of the total issued shares of the Company as at the date of awarding every such option. The ESOP Schemes have been approved by the regulatory bodies and operated in accordance with the guidelines set out by the Securities and Exchange Commission of Sri Lanka and the Colombo Stock Exchange, The fourth ESOP Scheme which was approved on 13 December 2007 has been fully utilized and the options were awarded under the said Scheme on 25 March 2008 at the price of Rs 120 per share. The said options will expire on 24 March 2013.
Your Board of Directors is of the view that maintaining a proprietary interest and a long term commitment amongst the Senior Executives of the Company on a continuing basis would increase shareholder value in the Company.
Towards achieving this objective the Board of Directors, with the approval of the Colombo Stock Exchange, has formulated a fifth ESOP Scheme as set out in the attached notice convening an Extraordinary General Meeting of the Company and recommend that it be approved by the shareholders.
The maximum number of options awarded in terms of the Scheme will be 6,127,201 shares amounting to 1% of the issued shares of the Company. The shares will be awarded in its entirety on the day of the award and the Scheme will expire in 60 months from the date of the award. The price at which the shares are offered shall be the market price of an ordinary share as at the date of the award. “Market Price” is the closing price of an ordinary share of the Company on the date of the award. Financial assistance will not be provided by the Company for the purchase of shares under this Scheme.
The Board of Directors has resolved that the price for which the shares are to be issued, throughout the period of exercise, is fair and reasonable to the Company and to all the existing shareholders.
By order of the Board
JOHN KEELLS HOLDINGS PLC
Keells Consultants Limited
Secretaries
NOTICE OF MEETING
Notice is hereby given that an Extraordinary General Meeting of John Keells Holdings PLC (the “Company”) will be held on 2nd December 2009 at 10.00 am at John Keells Holdings PLC, 130, Glennie Street, Colombo 02 for the purpose of considering and if thought fit passing the following resolution as a SPECIAL RESOLUTION:
“That the Directors be and are hereby authorized to offer shares up to one percent (1.0%) of the total issued shares of the Company before 31st March 2010, in such amounts to such employees of the Company and its subsidiary companies, inclusive of Executive Directors, as may be determined by the Board of Directors and based on the terms and conditions given below:
1. The total number of shares to be offered under this ESOP Scheme will be offered in one installment.
2. The maximum number of options awarded under this Scheme will be 6,127,201 shares. The Company will not provide any financial assistance to the employees for the purpose of purchasing the shares issued under this Scheme.
3. The “offerees” shall be members of the Senior Executive Staff inclusive of Executive Directors of the Company and/or of its subsidiaries as may be determined by the Board of Directors of the Company at their discretion, taking into consideration the performance of each such person and the performance of the Group.
4. The number of shares offered to the Executive Directors and Presidents shall be determined by the Remuneration Committee of the Board of Directors of the Company at their discretion, based on the performance of each such person and the performance of the Group.
5. The number of shares offered to other eligible staff shall be determined by the Group Executive Committee of the Company at their discretion based on the performance of each such person and the performance of the Group. This will be ratified by the Remuneration Committee of the Board of Directors.
6. The price at which the shares are offered shall be the market price of an ordinary share as at the date of the award. “Market Price” is the closing price of an ordinary share of the Company on the date of the award.
7. The “offer” unless accepted within a period of sixty (60) months from the date of award shall automatically lapse and be of no force or avail in law. Any offer of shares that lapses as aforesaid or as a result of the employee leaving the services of the Company without accepting the “offer” may be included in a subsequent “offer”.
8. In terms of the guidelines issued by the Securities and Exchange Commission and the Colombo Stock Exchange, the essential features of the scheme together with the material details will be disclosed in the Annual report.
9. In the event of any Rights issues, Bonus issues, Stock splits or Buy backs are made by the Company during the period intervening between the date of the award of option and the exercise of the option by the employee, the offer price may be appropriately adjusted by the Board in consultation and in agreement with the Company’s Auditors to take account of the change in value of each share falling within the scheme.
10. The scheme will operate in accordance with the guidelines set out by the Securities and Exchange Commission of Sri Lanka and the Colombo Stock Exchange.
By order of the Board
JOHN KEELLS HOLDINGS PLC
Keells Consultants Limited
Secretaries
Colombo
Note :
i. A member who is unable to attend the Meeting is entitled to appoint a proxy to attend and vote in his/her place.
ii. A proxy need not be a member of the Company.
iii. A form of proxy accompanies this notice.
PROXY FORM
I/We ………………………………………………………………………………….…… ...of
……………………………………………………..…………being a member/s of John Keells
Holdings PLC hereby appoint ……………………………………………………....…… …of
…………………………………………………………………………….or failing him/her
MR. SUSANTHA CHAMINDA RATNAYAKE of Colombo, or failing him
MR. AJIT DAMON GUNEWARDENE of Colombo, or failing him
MR. JAMES RONNIE FELITUS PEIRIS of Colombo, or failing him
MR. EMMANUEL FRANKLYN GAMINI AMERASINGHE of Colombo, or failing him
MR. TARUN DAS of India, or failing him
MR. STEVEN ENDERBY of India, or failing him
MR. PARAKRAMA DEVASIRI RODRIGO of Colombo, or failing him
MS. SITHIE SUBAHNIYA TIRUCHELVAM of Colombo,
as my/our proxy to represent me/us and vote on my/our behalf at the Extraordinary General Meeting of the Company to be held on 2nd December 2009 at 10.00 am at John Keells Holdings PLC, 130 Glennie Street, Colombo 02, and at any adjournment thereof, and at every poll which may be taken in consequence thereof.
I/We, the undersigned, hereby direct my/our proxy to vote for me/us and on my/our behalf on the specified Resolution as indicated by the letter “X” in the appropriate cage:
FOR AGAINST
SPECIAL RESOLUTION
EMPLOYEE SHARE OPTION PLAN
Signed on this ………………… day of …………………… Two Thousand and Nine
…………………………….
Signature/s of Shareholder/s
NOTE: INSTRUCTIONS AS TO COMPLETION OF PROXY FORM ARE NOTED ON THE REVERSE HEREOF.
INSTRUCTIONS AS TO COMPLETION OF PROXY
1. Please perfect the Form of Proxy by filling in legibly your full name and address, signing in the space provided and filling in the date of signature.
2. The completed Form of Proxy should be deposited at the Registered Office of the Company at No. 130, Glennie Street, Colombo 2, not later than 48 hours before the time appointed for the holding of the Meeting.
3. If the Form of Proxy is signed by an Attorney, the relevant Power of Attorney should accompany the completed Form of Proxy for registration, if such Power of Attorney has not already been registered with the Company.
4. If the appointer is a company or corporation, the Form of Proxy should be executed under its Common Seal or by a duly authorised officer of the company or corporation in accordance with its Articles of Association or Constitution.
5. If this Form of Proxy is returned without any indication of how the person appointed as Proxy shall vote, then the Proxy shall exercise his/her discretion as to how he/she votes or, whether or not he/she abstains from voting.
Please fill in the following details:
Name : ……………………………………………………………………………
Address : ……………………………………………………………………………
…………………………………………………………………………….
…………………………………………………………………………….
Jointly with : ……………………………………………………………………………
Share Folio No. : ……………………………………………………………………………