Iress Limited (ABN 47 060 313 359) - Adopted by Board delegate on 15 March 2019.
In this Plan, the following words and expressions have the meanings indicated unless the contrary intention appears:
Account of a Participant means an account maintained by the Trustee in accordance with the Trust Deed which, among other things, records the number of Shares to which that Participant is entitled. ASIC means the Australian Securities and Investments Commission. Associate means, in relation to an Employee, a company which, in the opinion of the Board, is controlled by the Employee. ASX means ASX Limited (ABN 98 008 624 691). ASX Settlement Rules means the settlement and operating rules of ASX Settlement Pty Limited (ACN 008 504 532).
Board means all or some of the Directors acting as a board or a committee of the Directors, or any person(s) to whom the Directors of Iress have delegated their powers and discretions under the Plan. Certificate means a written confirmation of the number of Plan Securities that have been granted to the Participant. Closing Date means the last date for submission of a Participation Form or Opt-Out Notice in connection with an offer of, or invitation in relation to, Plan Securities, notified to the Employee in accordance with clause 2.2(c).Constitution means the constitution of Iress, as in force from time to time.Corporations Act means the Corporations Act 2001 (Cwlth).Director means a director of Iress.
Employee means: (a) a person whom the Board determines to be in the full-time or part-time employment of a company in the Group or other eligible employment category; or
(b) a person whom the Board determines either is, or controls a company which is, engaged as a consultant to provide the person’s services to a company in the Group.
(a) a takeover bid is made to the holders of Shares;
(b) a statement is lodged with the ASX to the effect that a person has become entitled to not less than 50% of the Shares;
(c) pursuant to an application made to the court, the court orders a meeting to be held in relation to a proposed compromise or arrangement for the purpose of or in connection with a scheme for the
(d) Iress passes a resolution for voluntary winding up; or
(e) an order is made for the compulsory winding up of Iress. Group means Iress and each body corporate that is a subsidiary of Iress under Division 6 of Part 1.2 of the Corporations Act and any other entity the Board determines to be included within the Group. Holding Lock has the meaning given to that term in the ASX Settlement Rules. Iress means Iress Limited (ABN 47 060 313 359). Listing Rules means the Listing Rules of ASX. Opt-Out means where an Employee does not want to participate in the Plan. Opt-Out Invitation means an invitation made under clause 2.2(c) where an employee is required to Opt-Out if they do not want to participate in the Plan. Opt-Out Notice means a notice to Opt-Out in the form determined from time to time by the Board. Participant means an Employee or Associate who is participating in, or has been invited to participate in, the Plan. Participation Form means a form used to apply for Plan Securities, in the form determined from time to time by the Board. Plan means this Iress Equity Participation Plan. Plan Securities means Rights and Shares granted under or held subject to this Plan.
Restricted Share has the meaning given in clause 5.1.
Restriction Period means, in respect of a Share, the period commencing at the date of allocation of the Share to the Participant and ending at the time provided in the terms of the particular Plan Securities or, if no such time is provided, on the earliest of:
(a) a date determined by the Board prior to the time of allocation of the
Share to the Participant; and
(b) the date that the Participant (or, where the Participant is an Associate, the relevant Employee) is no longer employed by an entity in the Group, unless the Board determines otherwise in accordance with clause 5.2(b);
(c) the date the Board notifies the Participant that an Event has occurred;
(d) the date that Iress approves a Withdrawal Notice. Right means a right to acquire Shares (whether by subscription or transfer), or cash of equivalent value, including any entitlement to a dividend equivalent as provided in the terms of the particular Right (and whether called a “Right”, “Deferred Share Right”, “Equity Right”, “Performance Right” or any other name in any terms and offer documents in relation to the particular Right).
Right Holder means the holder of a Right.
Security Interest means a mortgage, charge, pledge, lien or other third party encumbrance of any nature.
Share means a fully paid ordinary share in the capital of Iress and includes, where the context requires, a Restricted Share (and whether called a “Deferred Share” or any other name in any offer documents or invitation in relation to the particular Share).
Tax Act means the Income Tax Assessment Act 1997 (Cth).
Trust means the Iress Equity Plans Trust.
Trust Deed means the trust deed that establishes the Trust, as amended from time to time.
Trustee means the trustee from time to time of the Trust.
Withdrawal Notice means a written notice given by (or deemed to be given by) a Participant to Iress in accordance with clause 6.
In this Plan unless the contrary intention appears:
(a) the singular includes the plural and vice versa;
(b) a reference to a rule, a statute or other law includes regulations and other instruments under it and consolidations, amendments, reenactments
or replacements of any of them; and
(c) a reference to a person includes a reference to the person’s legal personal representatives, executors, administrators and successors, a firm or a body corporate.
Headings are inserted for convenience and do not affect the interpretation of this Plan.
The Board may, in its absolute discretion, without being bound to do so and subject to any approvals of shareholders of Iress required by law or the Listing Rules, at intervals determined by the Board, invite to participate in the Plan, Employees selected by the Board having regard to:
(a) the Employee’s length of service with the Group;
(b) the potential contribution of the Employee to the Group; and
(c) any other matters which the Board considers relevant.
(a) Plan Securities will be granted on the terms of this Plan and, if applicable, the Trust Deed and Constitution, and each Participant will be taken to have agreed to be bound by this Plan and, if applicable, the Trust Deed and the Constitution, on the application by the Participant to participate in the Plan.
(b) Shares provided to a Participant on the exercise of a Right will be provided on the terms of this Plan and, if applicable, the Trust Deed.
(c) An invitation to an Employee must be in writing and must specify:
(i) the date of the invitation;
(ii) the maximum number of Plan Securities that are the subject of the invitation;
(iii) the Closing Date and any steps the Employee must take to participate in the Plan;
(iv) any performance conditions imposed by the Board;
(v) the Restriction Period (if applicable); and
(vi) any other terms and conditions relating to the invitation which, in the opinion of the Board, are fair and reasonable but not inconsistent with the Plan.
To participate in the Plan, a Participant must, depending on the terms of the invitation:
(a) submit a Participation Form to Iress on or prior to the Closing Date; or
(b) not submit an Opt-Out Notice to Iress on or prior to the Closing Date.
Iress may determine that an application by the Participant to participate in the Plan will take effect from a particular time.
A Participation Form must include:
(a) an application by the Participant to participate in the Plan;
(b) a confirmation that the Participant agrees to be bound by the Plan and, if applicable, the Trust Deed and the Constitution; and
(c) if applicable, the agreement by the Participant to the placing of a Holding Lock on a Share (where, in accordance with clause 5.5, the Board determines that a Holding Lock will be applied to that Share during the Restriction Period).
A Participant who receives an Opt-Out Invitation will be deemed to have:
(a) made an application to participate in the Plan;
(b) agreed to be bound by the Plan and, if applicable, the Trust Deed and the Constitution; and
(c) if applicable, agreed to the placing of a Holding Lock on a Share (where, in accordance with clause 5.5, the Board determines that a Holding Lock will be applied to that Share during the Restriction Period), by not submitting an Opt-Out Notice on or prior to the Closing Date.
Once Iress has accepted an application by a Participant, in accordance with clause 2.3, Iress will issue the Participant with a Certificate.
There is no fee payable by the Participant in respect of Plan Securities granted to that Participant.
In the case of an offer of Shares to be issued or Rights, the number of Shares the subject of the offer or Shares to be received on exercise of the Rights when
(a) the number of Shares which would be issued were each outstanding offer or option or Right to acquire Shares made or granted during the previous 3 years, being an offer made or option or Right acquired pursuant to an employee share scheme of Iress extended only to employees or directors of Iress and of associated bodies corporate of Iress, to be accepted or exercised (as the case may be); and
(b) the number of Shares issued during the previous 3 years pursuant to the Plan or any other employee share scheme of Iress extended only to employees or directors of Iress and of associated bodies corporate of Iress, but disregarding any offer made or option or Right acquired or Share issued by way of or as a result of:
(c) an offer to a person situated at the time of receipt of the offer outside
(d) an offer that was not covered by ASIC Class Order 14/1000 or another instrument made by ASIC in terms similar to ASIC Class Order 14/1000, must not exceed 5% of the total number of issued Shares in that class of Iress as at the time of the offer.
Notwithstanding the Plan or the terms of any particular Plan Securities provided, no Plan Securities may be offered, granted or exercised if to do so:
(a) would contravene the Corporations Act or the Listing Rules; or
(b) would contravene the local laws or customs of the Participant’s country
of residence; or
in the opinion of the Board would require actions which are onerous or impractical.
This clause 5 only applies to a particular offer of Plan Securities if the Board determines that the Share provided to a Participant (including any Share provided on exercise of a Right) will be held on Trust for that Participant for the duration of the Restriction Period (Restricted Share).
For the purpose of the definition of Restriction Period, the Board:
(a) must determine the date referred to at paragraph (a) of the definition (if applicable);
(b) for the purposes of paragraph (b) of the definition, may determine alternative arrangements on cessation of employment; and
(c) may, if any Event happens, in its absolute discretion notify the Participant in accordance with paragraph (c) of the definition.
(a) A Restricted Share allocated to a Participant will be registered in the name of the Trustee and held on trust for that Participant by the Trustee for the duration of the Restriction Period in accordance with the terms of this Plan and the Trust Deed.
(b) The Trustee must not assign, transfer, sell, encumber, create a Security Interest over or otherwise deal with a Restricted Share or any legal or beneficial interest in a Restricted Share during the Restriction Period except as provided for in:
(i) the Plan;
(ii) the Trust Deed; or
(iii) the terms of the relevant Plan Securities.
(a) A Participant must not assign, transfer, sell, encumber, create a Security Interest over or otherwise deal with a Restricted Share or any legal or beneficial interest in such a Restricted Share during the Restriction Period except as provided for in:
(i) the Plan;
(ii) the Trust Deed; or
(iii) the terms of the relevant Plan Securities.
(b) A Participant may deal with a Restricted Share or any legal or beneficial interest in such a Restricted Share following the end of the Restriction Period.
The Board may prescribe such other mechanisms as it considers necessary to give effect to the restrictions on dealing reflected in this clause 5, including the placing of a Holding Lock on Restricted Shares.
The Board may determine that the terms of any invitation to participate in the Plan provide in certain circumstances that a Participant will forfeit any interest in the Restricted Shares and the amount of consideration provided by the Trustee (if any).
This clause 6 only applies to a particular offer of Plan Securities if the Board determines that a Restriction Period will apply to the offer in accordance with clause 2.2(c)(v) and paragraph 1.1(d) of the definition of Restriction Period applies to the particular offer.
Subject to clause 6.5, a Participant may submit a Withdrawal Notice to Iress in respect of some or all of the Restricted Shares credited to the Account of that Participant under the Plan.
A Participant is deemed to have submitted a Withdrawal Notice in respect of all of the Restricted Shares credited to the Account of that Participant under the Plan and requesting the sale or transfer of those Restricted Shares as the Board determines in the following circumstances:
(a) subject to the terms of the Plan and the terms of the relevant offer or invitation made to an Employee under clause 2, following the end of the= Restriction Period by reason of an Employee ceasing to be employed by a company in the Group and the Participant has not otherwise submitted a valid Withdrawal Notice; or
(b) following the end of the Restriction Period by reason of the elapsing of the date determined by the Board in accordance with clause 5.2(a), and the Participant has not otherwise submitted a valid Withdrawal Notice.
A Withdrawal Notice given by a Participant under clause 6.2 must:
(a) be in writing and signed by the Participant;
(b) contain a request that the Restriction Period end for some or all of the Restricted Shares credited to the Account of the Participant under the Plan and those Restricted Shares be withdrawn from the Trust and sold on behalf of the Participant or transferred to the Participant (or nominee);
(c) specify the number of Restricted Shares the subject of the notice; and
(d) be in the form approved by the Board.
The Board may:
(a) prescribe the times at which a Participant can submit a Withdrawal Notice; and
(b) adopt procedures for the consideration of a Withdrawal Notice which may, among other things, specify times, intervals or periods at or during which the Board will consider whether or not to approve a Withdrawal Notice.
(a) Subject to this clause 6, the Board may approve or reject a Withdrawal Notice in its absolute discretion.
(b) The Board must not unreasonably withhold its approval of a Withdrawal Notice that is validly submitted in accordance with this clause 6. For the
avoidance of doubt, nothing in this clause 6.6(b) requires the Board to:
(i) deal with or approve a Withdrawal Notice at an earlier time than the time permitted for submission of a form or the next time specified under any procedure adopted by the Board under clause 6.5(b); or
(ii) approve a Withdrawal Notice where the Board is permitted by clause 6.7 to reject or decline to act on the Withdrawal Notice.
If a Participant owes money to any company in the Group or the Trustee, the Board may reject or decline to act on a Withdrawal Notice that is submitted, or deemed to be submitted, by that Participant until arrangements have been made for the payment of that money which are satisfactory to the Board.
(a) The Plan will be administered by the Board and the Trustee in accordance with the terms of this Plan and the Trust Deed. The Board may make further rules for the operation of the Plan which are consistent with this Plan.
(b) Any power or discretion which is conferred on the Board by this Plan must be exercised by the Board in the interests or for the benefit of Iress, and the Board is not, in exercising any such power or discretion, under any fiduciary or other obligation to any other person.
(c) Any power or discretion which is conferred on the Board by this Plan may be delegated by the Board to a committee consisting of such Directors and/or other officers and/or employees of Iress as the Board thinks fit.
(d) The decision of the Board as to the interpretation, effect or application of this Plan, the exercise by the Board of any power or discretion under this Plan or the giving of any consent or approval by the Board in connection with this Plan will be final and conclusive.
(e) The Board may from time to time suspend the operation of this Plan and may at any time cancel this Plan. The suspension or cancellation of this Plan will not prejudice the existing rights of Participants.
(f) The Trustee and Iress may from time to time require a Participant to complete and return additional documents as may be required by law to be completed by the Participant or such other documents which the Trustee or Iress considers should, for legal or taxation reasons, be completed by the Participant.
A Participant authorises Iress and members of the Group to:
(a) collect, use, process and transfer personal data of the Participant, including the Tax File Number of the Participant, amongst themselves; and
(b) transfer personal data to any third parties, including Computershare Limited or any other registry company engaged by Iress, for the purposes of implementation, administration and management of a Participant’s participation in the Plan or assisting in the implementation, administration and management of the Plan more generally.
Rights wil not be quoted on the ASX. Iress will make application to the ASX for quotation of any Shares issued under this Plan (including any Shares issued on the exercise of Rights), if other Shares are listed at that time, as soon as practicable after the Shares are issued.
Except as expressly provided in this Plan, nothing in this Plan:
(a) confers on any Employee the right to receive any Plan Securities;
(b) confers on any Participant the right to continue as an Employee of Iress or any of its subsidiaries;
(c) affects any rights which Iress or a subsidiary may have to terminate the employment of any Employee;
(d) may be used to increase damages in any action brought against Iress or a subsidiary in respect of any such termination; or
(e) confers on an Employee any expectation to become a Participant.
(a) Subject to clauses 9(b), 9(c) and 9(d), Iress may at any time by written instrument or by resolution of the Board, amend all or any of the provisions of this Plan (including this clause 9).
(b) No amendment of the provisions of this Plan is to reduce the rights of any Participant in respect of Plan Securities granted under the Plan prior to the date of the amendment, other than an amendment introduced primarily:
(i) for the purpose of complying with, or conforming to, present or future State, Territory or Commonwealth legal requirements or legal requirements of an Employee’s country of residence governing or regulating the maintenance or operation of the Plan or like plans;
(ii) to correct any manifest error or mistake; or
(iii) to enable the Trustee or any body corporate in the Group to comply with the Corporations Act or the Listing Rules or relevant instruments of relief granted by the Australian Securities and Investments Commission from time to time.
(c) No amendment may be made except in accordance with, and in the manner stipulated (if any) by, the Listing Rules.
(d) No amendment may be made to extend the period during which a Right may be exercised.
(e) Subject to the above provisions of this clause 9, any amendment made pursuant to clause 9(a) may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is made and, if so stated, amendments to this Plan, including the terms of Plan Securities, have the effect of automatically amending the terms of Shares and granted but unexercised Rights.
(a) Subject to clause 10(c), if a company in the Group is required to pay an amount or account to an authority for tax in relation to Plan Securities in respect of a Participant, then:
(i) the company may recover an amount in regard to the tax from the Participant in such manner as the Board thinks fit; and
(ii) the Participant, by accepting an offer of Plan Securities:
(A) indemnifies the company in respect of the tax;
(B) agrees to make a payment to the company of an amount in respect of the tax; or
(C) provides authority for the sale on behalf of the Participant of some or all of the Shares provided to the Participant under this Plan and for the payment of the relevant amount to the company.
(b) If a Participant fails to comply with clause 10 in relation to Plan Securities, then the Participant’s Plan Securities will be forfeited to the extent of the relevant amount which the company in the Group is required to pay or account to the authority for tax.
(c) Notwithstanding anything else in this clause 10:
(i) a company in the Group will not be able to recover from a Participant under clause 10(a) any amount that exceeds the amount which the Board determines as being the after tax value of their Plan Securities as at the date the relevant company in the Group seeks to exercise its rights under clause 10(a); and
(ii) the powers of a company in the Group under clause 10(a) with respect to Plan Securities is limited to only Plan Securities provided or held subject to this Plan, and do not extend to any other Shares which the Participant may hold or be entitled to.
11.1 Iress may give a notice regarding Plan Securities granted under the Plan to a Participant:
(b) by delivering it or sending it by post to the address of the Participant recorded in a register of Participants maintained by Iress; or
(c) by sending it to a fax number or electronic address or by other electronic means nominated by the Participant. A Participant acknowledges that receipt of any notice is effective if sent electronically (including notification of the availability of documents online) by email to the Participant’s nominated email address (which will be deemed to be their (or in the case of an Associate, the relevant Employee’s) Iress employee email address unless expressly requested otherwise by the Participant).
The Plan is governed by and will be construed and take effect in accordance with the laws of Victoria.
All disputes arising in connection with or under this Plan will be submitted to the exclusive jurisdiction of the courts of Victoria.
Unless an invitation otherwise provides, an invitation to acquire Plan Securities will constitute a scheme to which Subdivision 83A-C of the Tax Act applies. The terms of the scheme will comprise this Plan and any other terms and conditions as determined by the Board under this Plan and as set out in the invitation.
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