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APPENDIX C
4.2 The number of Shares comprised in Options to be offered to a Group Executive, a Non-
Executive Director or a Non-Group Executive in accordance with the Scheme shall be
determined at the absolute discretion of the Committee, which shall take into account, inter
alia, criteria such as his rank, job performance, years of service, potential for future development
and his contribution to the success and development of the Group, provided that:-
(a) any grant of Options to a Parent Group Executive or a Non-Executive Director of the
Parent Group which, together with Options already granted to that Parent Group Executive
or Non-Executive Director of the Parent Group in his capacity as such under the Scheme,
represents five (5) per cent. or more of the total number of Shares available to Parent
Group Executives and Non-Executive Directors of the Parent Group under the Scheme,
shall be approved by independent shareholders of the Company in a separate resolution
for each such Parent Group Executive or Non-Executive Director of the Parent Group,
provided that any grant of Options to a Parent Group Executive or Non-Executive Director
of the Parent Group whose services have been seconded to any company within the
Group shall not be subject to the provisions of this paragraph (a); and
(b) the aggregate number of Shares which may be offered by way of grant of Options to
Parent Group Executives and Non-Executive Directors of the Parent Group in their capacity
as such under the Scheme shall not exceed twenty (20) per cent. of the total number of
Shares available under the Scheme, and such aggregate number of Shares which may be
offered to Parent Group Executives and Non-Executive Directors of the Parent Group in
their capacity as such under the Scheme shall be approved by independent shareholders
of the Company in a separate resolution, provided that any grant of Options to a Parent
Group Executive or Non-Executive Director of the Parent Group whose services have
been seconded to any company within the Group shall not be subject to the provisions of
this paragraph (b).
5. GRANT AND ACCEPTANCE OF OPTIONS
5.1 Subject as provided in Rule 10, the Committee may grant Options at any time during the
period when the Scheme is in force, provided that in the event that an announcement on any
matter of an exceptional nature involving unpublished price sensitive information is made, Options
may only be granted on or after the 2nd Market Day from the date on which such announcement
is released.
5.2 The Letter of Offer to grant an Option shall be in, or substantially in, the form set out in
Schedule A, subject to such modification as the Committee may from time to time determine.
5.3 An Option shall be personal to the person to whom it is granted and shall not be transferred
(other than to a Participant’s personal representative on the death of that Participant), charged,
assigned, pledged or otherwise disposed of, in whole or in part, except with the prior approval
of the Committee.
5.4 The grant of an Option under this Rule 5 shall be accepted by the Grantee within thirty (30)
days from the Date of Grant of that Option and, in any event, not later than 5.00 p.m. on the
30th day from such Date of Grant by completing, signing and returning the Acceptance Form
in or substantially in the form set out in Schedule B, subject to such modification as the
Committee may from time to time determine, accompanied by payment of $1.00 as
consideration.
5.5 If a grant of an Option is not accepted in the manner as provided in Rule 5.4, such offer shall,
upon the expiry of the thirty (30) day period, automatically lapse and become null, void and of
no effect.
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