Remuneration Information • Aug 20, 2024
Remuneration Information
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ASOS plc
| Directors' adoption: | 14 February 2022 |
|---|---|
| Certified to HMRC on | 21 March 2024 |
| Amended: | 20 August 2024 |
| Expiry date: | 22 February 2032 |
SLAUGHTER AND MAY One Bunhill Row London EC1Y 8YY Ref: PRL/IAB/CXUS
575019791
| 1 | Invitations to apply for Options 4 |
|---|---|
| 2 | Scaling down 7 |
| 3 | Grant of Options 7 |
| 4 | Rights of exercise and lapse of Options 8 |
| 5 | Terms of exercise of Options 10 |
| 6 | Variations of share capital 11 |
| 7 | Takeovers and restructurings 11 |
| 8 | Exchange of Options 13 |
| 9 | Limit 14 |
| 10 | Terms of employment 15 |
| 11 | General 16 |
| 12 | Amending the Plan 18 |
| 13 | Governing law and jurisdiction 19 |
The purpose of the Plan is to provide Eligible Employees with the opportunity (but not the obligation) to acquire Shares on the condition that they save for a period of three or five years under an HMRC-approved Savings Contract.
The Exercise Price of an Option may be up to 20% below the Market Value of the Shares subject to the Option. Options are normally exercisable after three or five years (depending upon the length of the Savings Contract) but special rules apply on the Participant's cessation of employment and on a change of control of the Company.
The Plan is intended to be registered with HMRC under Schedule 3 and to be a "Schedule 3 SAYE option scheme" for the purposes of Schedule 3. In order to be a "Schedule 3 SAYE option scheme", the Company must notify HMRC of the first grant of Options by 6 July following the end of the tax year in which the relevant Grant Date occurs (in accordance with Schedule 3) and then make annual filings with HMRC (by each subsequent 6 July) detailing the operation of the Plan.
This introduction does not form part of the Plan rules.
In these rules:
"Acquiring Company" has the meaning given to it in rule 7.6.1;
"Admission" means the date on which the Shares are admitted to trading on the Main List of the London Stock Exchange;
"Associated Company" has the meaning given by paragraph 47(1) of Schedule 3 except in relation to rules 4.4.5 and 4.5 where it will have the meaning given by paragraph 35(4) of Schedule 3;
"Board" means the board of directors of the Company, or any sub-committee or person duly authorised by it;
"Bonus" means any sum payable by way of terminal bonus under a Savings Contract being any additional payment made by the nominated Savings Authority when repaying contributions under a Savings Contract and:
"Bonus Date" means the earliest date on which the relevant Bonus is payable under the Savings Contract applicable to the Option;
"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the Board determines, any other stock exchange nominated by the Board on which the Shares are traded) is open for the transaction of business;
"Company" means ASOS plc, a company incorporated in England and Wales with registered number 04006623;
"Control" means, in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or as a result of any powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;
"Dealing Restrictions" means any restrictions relating to dealing in Shares imposed by law, order, regulation, Government directive or any dealing code adopted by the Company;
"Employment" has the meaning given to it in rule 4.5;
"Exercise Price" means the price at which each Share subject to an Option may be acquired on the exercise of that Option, being (subject to rule 6) not manifestly less than:
"Exercise Period" means the period beginning on the Bonus Date and ending six months after that date;
"Expiry Date" means 22 February 2032, being the tenth anniversary of Admission;
"Full-Time Director" means an employee who is a director of any Participating Company and normally devotes not less than 25 hours per week (excluding meal breaks and normal holiday entitlements) or such other number of hours as may be required by HMRC for the purposes of paragraph 6 of Schedule 3 to their duties;
"Grant Date" means the date on which an Option is granted;
"Group Member" means the Company and its Subsidiaries from time to time and "Group" will be construed accordingly;
"HMRC" means HM Revenue & Customs;
"Invitation Date" means the date on which invitations are issued to Eligible Employees in accordance with rule 1.1;
"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003, as amended from time to time;
"London Stock Exchange" means the London Stock Exchange or any successor entity;
"Market Value" means:
"Maximum Contribution" means the maximum aggregate Monthly Contribution which a Participant may make under all Savings Contracts linked to options granted to that Participant under the Plan or any other savings-related share option plan registered with HMRC under Part 8 of Schedule 3, being £500 per month (or such other maximum amount specified for the purposes of paragraph 25(3) of Schedule 3 from time to time);
"Minimum Contribution" means £10 or such other minimum amount specified for the purposes of paragraph 25(3) of Schedule 3 from time to time;
"Monthly Contribution" means the monthly contribution agreed to be paid by a Participant under the relevant Savings Contract;
"Non-UK Company Reorganisation" has the meaning given by paragraph 47A of Schedule 3;
"Official List" means the list maintained by the Financial Conduct Authority for the purposes of section 74(1) of the Financial Services and Markets Act 2000;
"Option" means a right to acquire Shares granted under the Plan;
"Option Certificate" has the meaning given in rule 3.3;
"Option Exercise Date" has the meaning given in rule 5.4;
"Participating Company" means the Company and any other Group Member of which the Company has Control and which the Board has determined will be a participating company for the purposes of the Plan;
"Participant" means any person holding an Option or that person's personal representatives;
"Plan" means the plan constituted by these rules known as the ASOS plc Sharesave Plan 2022, as amended from time to time;
"Restriction" means any contract, agreement, arrangement or condition which makes provision to which any of subsections (2) to (4) of section 423 of ITEPA would apply if the references in those subsections to the employment-related securities were to the Shares;
"Savings Authority" means the bank, building society or European authorised institution chosen by the Board from time to time for the purpose of receiving Monthly Contributions under Savings Contracts;
"Savings Contract" means a savings contract under a certified SAYE savings arrangement (within the meaning of section 703(1) of the Income Tax (Trading and Other Income) Act 2005) approved by HMRC for the purpose of Schedule 3 and "Three Year Savings Contract" and "Five Year Savings Contract" will be construed accordingly;
"Schedule 3" means Schedule 3 to ITEPA;
"Share" means a fully paid ordinary share in the capital of the Company which satisfies the requirements of paragraphs 18 to 20 and 22 of Schedule 3;
"Subsidiary" means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;
"Treasury Shares" means Shares that are governed by Chapter 6 of Part 18 of the Companies Act 2006;
"US Tax Year" means the calendar year or, if it would result in a longer period for the exercise of an Option, the 12-month period in respect of which the Participant's employing company is obliged to pay tax in the United States of America; and
"US Taxpayer" means any Participant who is subject to tax in the United States of America in respect of an Option.
References to any statutory provision are to that provision as amended or re-enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular will include the plural and vice versa.
The purpose of the Plan is to provide, in accordance with Schedule 3, benefits for employees and directors in the form of share options. The Plan may not provide benefits to employees or directors otherwise than in accordance with Schedule 3.
The Board may, in its absolute discretion, decide when (if at all) to invite all Eligible Employees to apply for the grant of Options.
Any invitation will be made in writing to all Eligible Employees and will include details of the following matters which will be determined by the Board:
Each invitation will be accompanied by:
An application form will be in such form as the Board may from time to time determine, but it must provide for the Eligible Employee to state:
When determining the Market Value by reference to which the Exercise Price is calculated, the Board will only use the middle-market quotation of a Share for Business Days which occur:
1.5.1 within 42 days beginning on:
provided that such Business Day(s) do not fall within any period when Dealing Restrictions apply.
No Eligible Employee will complete an application to receive an Option on a day that the Eligible Employee is subject to Dealing Restrictions and if the Company receives an application purporting to be completed on such a day, it will not take effect until such time as the Dealing Restrictions cease to apply.
Each application will provide that, in the event of scaling down in accordance with rule 2, the Board is authorised by the Eligible Employee to modify their application to reflect such scaling down.
Subject to rules 1.2.7, 1.7 and 2, each application will be deemed to be for an Option over such number of whole Shares as can be acquired at the Exercise Price with the expected repayment under the related Savings Contract at the appropriate Bonus Date.
If an application for a Savings Contract specifies a Monthly Contribution which exceeds the maximum Monthly Contribution that the Participant may make in respect of the relevant invitation, that application may be modified by the Company down to the maximum possible amount specified by the relevant invitation.
If the Board so determines in respect of an invitation before or on the Invitation Date, if a Participant gives, or is deemed to have given, notice to the relevant Savings Authority of an intention to stop paying Monthly Contributions under a Savings Contract, the Participant will, for the purposes of this rule 1, be treated as if they were continuing to pay the remaining Monthly Contributions payable under that Savings Contract.
To the extent that valid applications are received in excess of any maximum number of Shares determined by the Board in accordance with rule 1.2.5, the Board will scale down applications in the same manner in order to eliminate the excess by:
Where applications are scaled down in accordance with rule 2.1 all relevant applications will be deemed to have been amended or withdrawn, as the case may be.
If the number of Shares is insufficient to enable an Option based on a Monthly Contribution of the Minimum Contribution per month to be granted to each Eligible Employee who has made a valid application, the Company may, as an alternative to selecting by lot, determine in its absolute discretion that no Options will be granted.
If an Eligible Employee applies for more than one Option, the Eligible Employee must be treated for the purposes of this rule 2 as if they had applied for a single Option. The Board may make such adjustments as it considers appropriate to make sure that the Eligible Employee is treated no more favourably than an Eligible Employee who had applied for a single Option.
An Option will only be granted to a person if:
Each Participant will receive a certificate setting out the terms of the Option as soon as reasonably practicable after the Grant Date (an "Option Certificate") including:
The Option Certificate may be sent by email or made available by other electronic means.
An Option may only be exercised, subject to any Dealing Restrictions, during the Exercise Period, or, to the extent rule 4.3, 4.4, 4.6, 4.7 or 7 applies, the periods specified in those rules. Subject to rule 4.3 and any earlier lapse in accordance with the Plan rules, the Option will lapse at the end of the Exercise Period.
An Option may be exercised by the personal representatives of a deceased Participant:
after which time, it will lapse.
If a Participant ceases Employment because of:
the Option may be exercised within the period of six months after the date of such cessation (or, if it ends earlier, the Exercise Period applicable to that Option) after which time, it will, subject to rule 4.3, lapse.
If the Participant on the Bonus Date has ceased to hold Employment but is an employee or director of an Associated Company of the Company, the Participant may exercise their Option within six months of the Bonus Date, after which time it will lapse.
Notwithstanding anything to the contrary contained in the Plan, no Option granted to a US Taxpayer may be exercised later than the date 2.5 calendar months after the end of the US Tax Year in which the Option first becomes exercisable and, to the extent it has not already lapsed in accordance with the Plan rules, the Option will lapse on that date.
The intention is that Options held by US Taxpayers should be administered in compliance with section 409A of the United States of America's Internal Revenue Code (as amended from time to time) and the Board may, in accordance with rule 12, make whatever changes are required in relation to the treatment of such Options as is necessary to ensure that that intention is satisfied.
An Option will lapse if, before an Option has become capable of being exercised, the Participant:
unless it may be exercised at that time under rule 4.3, 4.4, 4.6 or 7.
An Option may only be exercised with monies not exceeding the amount of the repayment (including any Bonus or interest) made under the related Savings Contract. For the purpose of this rule 5.1, a repayment under the Savings Contract will exclude the repayment of any Monthly Contribution the due date for payment of which falls after the date on which repayment is made.
To the extent specified in the Plan rules, an Option may be exercised in whole or in part but only on one occasion. If the Option is exercised in part, it will lapse immediately in respect of the balance.
A Participant may, subject to any Dealing Restrictions, exercise their Option in accordance with the Plan rules by:
The "Option Exercise Date" will be the date of receipt by the Company or its duly appointed agent of the notice (and, if relevant, the Option Certificate, payment or instruction) referred to in rule 5.3.1. However, if an option exercise notice is delivered at a time when any Dealing Restrictions would prohibit the exercise of Options by the Participant, the Option Exercise Date will be the first Business Day when such Dealing Restrictions cease to apply.
Subject to rule 11.7.2 and any Dealing Restrictions, the Company will arrange for the Shares in respect of which the Option has been validly exercised to be transferred to or issued to the Participant within 30 days of the Option Exercise Date.
Shares issued or transferred on the exercise of an Option will rank equally in all respects with the Shares in issue at the point of issue or transfer, except as specified in the Plan rules. They will not rank for any rights attaching to Shares by reference to a record date before the date of issue or transfer. Where Shares are transferred (including a transfer out of treasury) on the exercise of an Option the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date.
If there is a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital, the Board may adjust the number or description of Shares subject to, and the Exercise Price of, an Option as it considers appropriate, provided that:
The Company will notify Participants of any adjustment made under this rule 6 as soon as reasonably practicable thereafter.
ordinary share capital of the Company or all the Shares; or (b) all the shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a savings-related share option plan registered with HMRC under Part 8 of Schedule 3;
If a Corporate Event occurs, an Option may, subject to rule 7.6, be exercised within the Rule 7 Period, after which time, subject to rule 4.3 except where rule 7.1.1(vi) applies to the Corporate Event, it will lapse.
If, as a result of a Corporate Event (other than a Corporate Event to which rule 7.1.1(vi) applies), Shares will no longer satisfy the requirements of Part 4 of Schedule 3, Options may be exercised within the period of 20 days after the date on which the change of Control occurs, provided that the date of exercise falls within the Rule 7 Period.
If the Board reasonably expects a Corporate Event (other than a Corporate Event to which rule 7.1.1(vi) applies) to occur, the Board may, acting fairly and reasonably, make arrangements permitting Options to be exercised during a period of 20 days ending with the date of such event. If an Option is exercised under this rule 7.4, it will be treated as having been exercised in accordance with rule 7.2.
If the Board makes arrangements for the exercise of Options under rule 7.4, if the relevant Corporate Event does not occur within 20 days of the date of purported exercise, the Option will be treated as not having been exercised.
In the event that:
then Options which would become exercisable under this rule 7 (but for this rule 7.6) may not be exercised and, if they are not exchanged in accordance with rule 8 within the Rule 7 Period, will lapse at the end of that period.
Notwithstanding the provisions of rule 7, if a Corporate Event (other than a Corporate Event to which rule 7.1.1(vi) applies) occurs, any Participant may at any time within the Rule 7 Period, by agreement with the Acquiring Company, release their Option (the "Old Option") in consideration of the grant to the Participant of a new option (the "New Option") which is equivalent to the Old Option (by virtue of satisfying the requirements of paragraph 39 of Schedule 3 but relates to shares in a different company (whether the Acquiring Company itself or some other company falling within paragraph (b) or (c) of paragraph 18 of Schedule 3).
Where the New Options are granted in accordance with rule 8.1 they will be regarded for the purposes of the subsequent application of the rules of the Plan as having been granted at the time when the corresponding Old Options were granted and, with effect from the date on which the New Options are granted:
8.2.1 except for the definitions of "Participating Company" and "Group Member" in rule 1, references to the "Company" (including the definition in rule 1) will be construed as being references to the Acquiring Company or such other company to whose shares the New Option relates;
An Option shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in rule 9.2 (Meaning of "allocated")) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan (i.e. all types of employee share plans: discretionary, all-employee or otherwise) adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.
For the purposes of rule 9.1 (10 per cent. in 10 years dilution limit):
For the purposes of rule 9.2 (Meaning of "allocated"):
the unissued Shares or Treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and
9.3.2 the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.
Treasury Shares shall cease to count as allocated Shares for the purposes of rule 9.2 (Meaning of "allocated") if institutional investor guidelines cease to require them to be so counted and more generally rules 9.1, 9.2 and 9.3 can be changed to such extent at the Committee determines appropriate (which may including removing such rules if relevant) without prior shareholder approval in general meeting to reflect developments in institutional investor guidelines on the topic of dilution limits.
10.1 Scope
For the purposes of this rule 10, "Employee" means any employee of a Group Member. This rule 10 applies during an Employee's employment and after the cessation of an Employee's employment, whether or not the cessation is lawful.
Nothing in the Plan rules or the operation of the Plan forms part of the Employee's contract of employment. The rights and obligations arising from the employment relationship between the Employee and the Employee's employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment of the Employee.
No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Options on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Options on the same basis, or at all, in any future year.
No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:
Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule 10.5. By participating in the Plan, an Employee waives all rights under or in connection with the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan and any conditions applicable to their Option, in consideration for, and as a condition of, the grant of the Option.
Nothing in the Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan. This does not affect any other right or remedy of a third party which may exist.
A Participant will not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Option until the Participant has received the underlying Shares as a result of the exercise of the Option.
A Participant may not transfer, assign or otherwise dispose of an Option or any rights in respect of it. If the Participant does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 11.2 does not apply to the transmission of an Option on the death of a Participant to a Participant's personal representatives.
None of the benefits received under the Plan is pensionable.
The decision of the Board on the interpretation of the Plan or in any dispute relating to an Option or matter relating to the Plan will be final and conclusive.
The Company may (but is not obliged to) send to Participants copies of any documents or notices normally sent to the holders of its Shares.
The Board has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.
All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements the Participant needs to fulfil in order to obtain or avoid the necessity for any such consent.
If and so long as the Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as reasonably practicable.
Subject to the rest of this rule 12, the Board may at any time amend the Plan rules and the terms of any Option in any way.
If the Board proposes an amendment to the Plan or the terms of any Option which would be to the material disadvantage of Participants in respect of subsisting rights under the Plan, then:
The Board may establish further sub-plans based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any Shares made available under such further sub-plans are treated as counting against the limit set in rule 9.
The Board may (but is not obliged to) give written notice of any amendments made to any Participant affected.
English law governs the Plan and all Options and their construction. The courts of England and Wales will have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Option.
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