AS AT 30 JUNE 2011
30
Directors’ Report (continued)
Details of the deferred shares
The details of the deferred shares issued to G McLennan, N Roberts, P Laughton and D Klotz are set out below:
Instrument
Each deferred share represents an entitlement to one ordinary share.
Exercise price
Nil
Tranche components 33.33% of each tranche of deferred shares relates to vesting condition 1
33.33% of each tranche of deferred shares relates to vesting condition 2
33.33% of each tranche of deferred shares relates to vesting condition 3
Vesting conditions
Vesting condition 1
The performance hurdle set by the Board in relation to vesting condition 1 for each Tranche is
based on TSR of the Company for the relevant performance period. If the TSR of the Company
equals:
• 10% or higher for the performance period between 1 July 2008 to 1 July 2009
(“
performance period 1
”); or
• 15% or higher for the performance periods between 1 July 2009 to 30 June 2010
(“
performance period 2
”) and 1 July 2010 to 30 June 2011 (“
performance period 3
”),
all of the deferred shares for the relevant tranche that are subject to vesting condition 1 will vest.
The TSR for performance periods 2 and 3 is determined by calculating the amount by which the
sum of the 30 day volume weighted average price (“
VWAP
”) for FlexiGroup’s ordinary shares in
the period up to and including 30 June (that is the end) of the relevant performance period and
the dividends paid on an ordinary share in FlexiGroup during the performance period exceeds
the 30 day VWAP for FlexiGroup’s ordinary shares in the period up to and including 1 July (that
is the beginning) of the performance period, expressed as a percentage.
Vesting condition 2
The performance hurdle set by the Board in relation to vesting condition 2 for each Tranche is
based on TSR growth of the Company measured against other companies in the S&P/ASX 300
Index (not including resources companies) TSR growth for the relevant performance period.
TSR for the Company for a performance period will be measured in the same way as for vesting
condition 1. The same 30 day VWAP calculations will be used to determine the TSR for a
performance period of the other companies in the S&P/ASX 300 Index (not including resources
companies).
The performance hurdle for vesting condition 2 will be considered satisfed in accordance with
the following percentages of the tranches earned:
Nil
– if the Company’s TSR ranked in the 4th quartile (i.e. 76th to 100th ranking) of companies
in S&P/ASX 300 Index (excluding resources companies).
25%
– if the Company’s TSR equals performance of the 75th ranking company in S&P/ASX
300 Index (excluding resources companies).
Pro-rata between 25% and 50%
– if the Company’s TSR ranked in the 3rd quartile (i.e. 51st
to 75th ranking) of companies in the S&P/ASX 300 Index (excluding resources companies).
Pro-rata between 50% and 100%
– if the Company’s TSR ranked in the 2nd quartile (i.e. 26th
to 50th ranking) of companies in the S&P/ASX 300 Index (excluding resources companies).
100%
– if the Company’s TSR ranked in the 1st quartile (i.e. 1st to 25th ranking) of companies in
S&P/ASX 300 Index (excluding resources companies).
Vesting condition 3
The performance hurdle in relation to vesting condition 3 is based on personal key performance
indicators (“KPIs”) applicable set by the Board with respect to each performance period. A KPI
hurdle may include any combination of operational, volume/product mix, cultural, fnancial and
other measures as determined by the Board and notifed from time to time. The KPI hurdle will
be performance tested over each relevant performance period unless otherwise determined by
the Board.