Remuneration Information • May 6, 2022
Remuneration Information
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MAN GROUP PLC
Adopted by the Board of Man Group plc on 20 March 2019, pursuant to shareholder approval given on 17 October 2012
Further approved by Shareholders on 6 May 2022
The Plan is a discretionary benefit offered by Man Group for the benefit of its employees. Its main purpose is to increase the interest of the employees in Man Group plc's long-term business goals and performance through share ownership. The Plan is an incentive for the employees' future performance and commitment to the goals of Man Group.
Shares purchased under the Plan and any gains made by exercising options granted under the Plan are not part of salary for any purpose (except to any extent required by statute).
The Plan was offered for the first time in 2019 and the board of Man Group plc shall have the right to decide, in its sole discretion, whether or not further options will be offered in the future and to which employees the Plan will be extended.
Participating in the Plan is an investment opportunity distinct from any employment contract. Participation in the Plan entails the risk associated with an investment. An individual who participates in the Plan is treated as being aware of such risks and accepts such risks of his own free will.
The detailed rules for the Plan are set out in this document.
1.1 In this Plan, unless the context otherwise requires:
"Associated Company" means an associated company of the Company as described in paragraph 47 of Schedule 3 except for the purpose of Rule 10.6 (Meaning of ceasing employment) when that expression shall have the meaning described in paragraph 35 of Schedule 3;
"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;
"Bonus Date" means the date on which a bonus is payable under the relevant Savings Contract and from which date an Option is normally exercisable;
"Company" means Man Group plc (registered in Jersey with registered number 127570);
"Connected Person" means a connected person as defined by section 993 of the Income Tax Act 2007;
"Contribution" means a contribution under a Savings Contract;
"Control" means control within the meaning of section 719 of ITEPA;
"CTA 2010" means the Corporation Tax Act 2010;
"dealing day" means a dealing day of either the London Stock Exchange or any other securities exchange on which Shares are quoted and from which the Option Price is determined;
"Eligible Employee" means a person who satisfies the conditions described in Rule 2.1 (General rule on eligibility);
"Grant Date" means the date on which an Option is granted;
"Group" has the same meaning as in section 421 of the Financial Services and Markets Act 2000;
"HMRC" means HM Revenue and Customs;
"Invitation" means an invitation to apply for an Option as described in Rule 3 (Invitations);
"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;
"Listing Rules" means the Listing Rules published by the UKLA;
"London Stock Exchange" means London Stock Exchange plc;
"Market Value" means on any day:
(a) if Shares are quoted in the London Stock Exchange Daily Official List:
is to be determined as if any Restriction to which the Shares are subject does not apply.
"Non-UK Company Reorganisation Arrangement" has the meaning given by paragraph 47A of Schedule 3;
"Option" means a right to acquire Shares granted under the Plan;
"Option Price" means the price at which Shares may be acquired on the exercise of an Option as determined under Rule 6 (Option Price);
"Participant" means a person who holds an Option including his personal representatives;
"Participating Company" means:
"Partner" means a member of a Partnership;
"Partnership" means Man GLG Partners LLP (registered in England and Wales with registered number OC 320560), AHL Partners LLP (registered in England and Wales with registered number OC 380907) and/or any other Limited Liability Partnership whose members include, at the relevant time, the Company or any member of the Company's Group;
"Plan" means the Man Group 2019 Sharesave Scheme as amended from time to time;
"Restriction" means a restriction as defined in paragraph 48(3) of Schedule 3;
"Rule" means a rule of the Plan;
"Savings Contract" means an agreement under a certified SAYE savings arrangement, within the meaning of paragraph 48(1) of Schedule 3, which has been approved by HMRC for the purposes of Schedule 3;
"Schedule 3" means Schedule 3 to ITEPA;
"Schedule 3 SAYE" means any share option scheme that meets the requirements in force from time to time of Schedule 3;
"Shares" means fully paid ordinary shares in the capital of the Company which satisfy the requirements of paragraphs 18 to 20 and paragraph 22 of Schedule 3, unless Rule 9.10 (Shares ceasing to satisfy Schedule 3 requirements) applies or the relevant Option is exercised within 20 days after the date on which the Option became exercisable pursuant to Rule 11.1, 11.2 or 11.3;
"TUPE 2006" means the Transfer of Undertakings (Protection of Employment) Regulations 2006;
"UKLA" means the United Kingdom Listing Authority;
and expressions not defined in this Plan have the same meanings as they have in Schedule 3.
An individual is eligible to be invited to apply for an Option only if:
The conditions referred to in Rule 2.1(b) are that:
The Board shall decide if and when Invitations will be issued. If the Board decides to issue Invitations then it must issue an Invitation to each Eligible Employee.
Invitations may be issued at any time but before the Board decides when to issue Invitations it must have regard both to when the Option Price may be determined under Rule 6.1 (Option Price – timing of determination) and any regulatory restrictions on both the issuing of such Invitations and any subsequent grant of Options.
Each Invitation will specify:
An application for an Option shall be accompanied by an application for a Savings Contract in which the Eligible Employee must state:
(a) the Contribution he proposes to make;
An application for an Option shall be for an Option to acquire the largest whole number of Shares which could be acquired at the Option Price with an amount equal to the expected Contributions plus the bonus payable under the relevant Savings Contract on the Bonus Date unless it was specified in the Invitation that the bonus would not be included for this purpose.
If there are applications for Options over more Shares than permitted under Rule 8 (Limits) then each application for an Option and a related Savings Contract shall be deemed to have been amended or withdrawn under Rule 5 (Scaling back).
If an Eligible Employee specifies in his application for a Savings Contract a proposed Contribution which, when added to any other Contribution he makes under any other Savings Contract, would exceed the maximum permitted in the related Invitation then the Board is authorised to reduce the proposed Contribution to the maximum amount permitted.
If valid applications for Options are received for a total number of Shares which exceeds any maximum number permitted by the Board or permitted by the limit in Rule 8 (Limits) then the Board shall scale back the applications using one or more of the following methods:
If scaling back under the preceding provisions of this Rule does not make available sufficient Shares to allow all Eligible Employees who have made valid applications to be granted Options the Board may either select applications by lot or decide not to accept any applications on that occasion.
The Option Price may only be determined by reference to dealing days falling:
The Board will determine the Option Price which must be:
Subject to Rule 5 (Scaling back) and Rule 7.5 (Approvals and consents), the Board may grant an Option to every individual who:
Options must be granted within 30 days (or 42 days if applications are scaled back) after the first day by reference to which the Option Price is set under Rule 6.1.
Unless specified to the contrary by the Board at the time of grant of an Option, an Option may be satisfied:
The Board may decide to change the way in which it is intended that an Option may be satisfied after it has been granted, having regard to the provisions of Rule 8 (Limits).
An Option granted to any person:
The grant of any Option shall be subject to obtaining any approval or consent required under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other relevant UK, Jersey or overseas regulation or enactment.
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 8.2) in the period of 10 calendar years ending with that year under the Plan and under any other employee share plan adopted by the Company or by Man Group Limited (registered under number 08172396 and formerly known as Man Group plc) to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.
For the purpose of Rule 8.1:
For the purposes of Rule 8.2:
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
(b) 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" for the purpose of Rule 8.1 if institutional investor guidelines cease to require such Shares to be so counted.
The Board may impose a limit on the number of Shares over which Options may be granted on any particular occasion.
An Option may only be exercised during the period beginning with the Bonus Date and ending six months after the Bonus Date except where Rule 10 (Leavers and deceased participants) or Rule 11 (Takeovers and other corporate events) applies.
Unless Rule 10.1 (Deceased Participants) applies, an Option shall not be capable of exercise later than six months after the Bonus Date and, if not exercised, it shall lapse at the end of that period.
Regardless of any other rule of this Plan, where, before an Option has become capable of exercise, the Participant:
the Option shall not become exercisable and shall immediately lapse.
The amount paid for Shares on the exercise of an Option shall not exceed the amount of the Contributions made under the related Savings Contract before the date of exercise together with any interest or bonus paid under that Savings Contract.
An Option shall not be capable of being exercised more than once.
The exercise of any Option shall be effected in the form and manner prescribed by the Board. Unless the Board, acting fairly and reasonably, determines otherwise, any notice of exercise shall take effect only when the Company receives it, together with payment of the relevant aggregate Option Price.
No Shares may be issued or treasury Shares transferred to satisfy the exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 8.2 (Meaning of "allocated") and adjusted under Rule 8.3 (Post-grant events affecting numbers of "allocated" Shares)) to exceed the limit in Rule 8.1 (10 per cent. in 10 years limit) except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.
Within 30 days after an Option has been exercised by a Participant, the Board shall allot to him (or a nominee for him) or, if appropriate, procure the transfer to him (or a nominee for him) of the number of Shares in respect of which the Option has been exercised, provided that the Board considers that the issue or transfer of those Shares would be lawful in all relevant jurisdictions.
All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.
Where Shares are transferred under the Plan, Participants will be entitled to any rights attaching to such Shares by reference to a record date on or after the date of such transfer.
If at any time the Shares cease to satisfy the requirements of paragraphs 18 to 20 or paragraph 22 of Schedule 3 (fully paid up, ordinary share capital) (otherwise than where the Option is exercised within 20 days of the date on which it becomes exercisable pursuant to Rule 11.1, 11.2 or 11.3):
Regardless of any other Rule, in the case of an Option granted to a Participant who is subject to taxation in the United States of America, such Option shall be exercised (if at all) by no later than 15 March in the year following the calendar year in which it first becomes exercisable in accordance with the provisions of the Plan.
If a Participant dies:
If a Participant ceases to be a director or employee of a Participating Company by reason of:
he may, subject to Rule 9.2 (Long stop date for exercise), exercise his Option during the period of six months after such cessation and, if not exercised it shall, subject to Rule 10.1 (Deceased Participants), lapse at the end of that period.
If a Participant ceases to be a director or employee of a Participating Company on or before the third anniversary of the Grant Date for a reason other than one of those specified in Rule 10.1 (Deceased Participants) or Rule 10.2 (Injury, disability, redundancy, retirement and transfer out of the group) then his Option shall lapse on such cessation.
If a Participant ceases to be a director or employee of a Participating Company after the third anniversary of the Grant Date for any reason (other than voluntary resignation, save where he resigns from his office or employment in order to become a Partner, or dismissal for misconduct) he may, subject to Rule 9.2 (Long stop date for exercise), exercise his Option during the period of six months following such cessation and if not exercised it shall, subject to Rule 10.1 (Deceased Participants), lapse at the end of that period.
If, on the Bonus Date, a Participant holds an office or employment with a company which is not a Participating Company but which is an Associated Company or a company of which the Company has Control, he may exercise his Option on and within six months after the Bonus Date and if not exercised it shall, subject to Rule 10.1 (Deceased Participants), lapse at the end of that period.
A Participant shall not be treated for the purposes of this Rule 10 as ceasing to be a director or employee of a Participating Company until he ceases to be a director or employee of the Company, any Associated Company and any company under the Control of the Company.
If any person (or any group of persons acting in concert) obtains Control of the Company as a result of making a general offer to acquire:
the Board shall within 7 days after becoming aware of that event notify every Participant of it and, subject to Rule 9.2 (Long stop date for exercise), Rule 10 (Leavers and deceased Participants) and Rule 11.6 (Internal reorganisations), any Option may be exercised within one month after such notification or such longer period as the Board may permit, provided such period is not later than six months after such person has obtained Control of the Company, and to the extent that any Option is not exercised within that period it shall (regardless of any other provision of the Plan) lapse at the end of that period.
For the purposes of this Rule 11.1:
(c) it does not matter if the general offer is made to different shareholders by different means.
Subject to Rule 9.2 (Long stop date for exercise), Rule 10.1 (Deceased participants) and Rule 11.6 (Internal Reorganisations), an Option may be exercised within six months from the time that a Non-UK Company Reorganisation Arrangement applicable to or affecting all Shares becomes binding on the shareholders covered by it, but to the extent that the Option is not exercised within that period it shall (regardless of any other provision of the Plan) lapse at the end of that period.
In the event that the Company passes a resolution for voluntary winding up the Board shall, as soon as practicable, notify every Participant of that event and, subject to Rule 9.2 (Long stop date for exercise) and Rule 11.6 (Internal reorganisations), any Option may be exercised within one month after the passing of the resolution for the winding up, but to the extent that it is not exercised within that period an Option shall (regardless of any other provision of the Plan) lapse at the end of that period.
If any company ("the acquiring company"):
any Participant may, at any time within the relevant period specified under paragraph 38(3) of Schedule 3, by agreement with the acquiring company, release any Option ("the Old Option") in consideration of the grant to him of an Option ("the New Option") which, for the purposes of paragraph 39 of Schedule 3, is equivalent to the Old Option but relates to shares in a different company (whether the acquiring company itself or some other company falling within paragraph 18(b) or (c) of Schedule 3).
For the purposes of this Rule 11.4:
Where a New Option is granted under Rule 11.4 (Option rollover: general provisions) the following terms of the Plan shall, in relation to the New Option, be construed as if:
In the event that:
then an Option shall not become exercisable under Rule 11.1 (General Offers) or Rule 11.2 (Non-UK Company Reorganisation Arrangement) but may nonetheless be released in consideration for the grant of a New Option under Rule 11.4 and, if not so released, shall then automatically lapse at the end of the relevant period specified in paragraph 38(3) of Schedule 3.
Subject to Rule 12.3 (Restrictions on adjustment), in the event of any variation of the share capital of the Company, the Board may make such adjustments as it considers appropriate under Rule 12.2 (Method of adjustment).
An adjustment made under this Rule shall be to one or more of the following:
No adjustment under Rule 12.2 (Method of adjustment) shall be made unless:
An adjustment under Rule 12.2 (Method of adjustment) may reduce the Option Price of those Options to be satisfied by the subscription of Shares to less than their nominal value, but only if and to the extent that the Board is authorised:
so that on the exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.
Any adjustment pursuant to this Rule 12 shall be notified to HMRC in accordance with Paragraph 40B(6) of Schedule 3.
Except as described in Rule 13.2 (Shareholder approval) and Rule 13.4 (Alterations to disadvantage of Participants), the Board may at any time alter the Plan or the terms of any Option.
If an alteration is made to a key feature (as defined in paragraph 40B(8) of Schedule 3) of the Plan at a time when the Plan is a Schedule 3 SAYE, the alteration will not have effect unless following the alteration the Plan remains a Schedule 3 SAYE or the Board resolves that the alteration shall take effect even if this causes the Plan to cease to be a Schedule 3 SAYE.
Except as described in Rule 13.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Option has been or may be granted shall be made under Rule 13.1 (General rule on alterations) to the provisions concerning:
without the prior approval by ordinary resolution of the members of the Company in general meeting.
Rule 13.2 (Shareholder approval) shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax (including to ensure the Plan continues to qualify as a Schedule 3 SAYE), exchange control or regulatory treatment for Participants, the Company, any company of which the Company has Control or any Associated Company.
Rule 13.2 (Shareholder approval) shall also not apply to any alteration in respect of any Option granted to any Eligible Employees who are or who may become subject to taxation outside the United Kingdom on their remuneration as the Board considers necessary or desirable to take account of or to mitigate or to comply with relevant overseas taxation, securities or exchange control laws provided that the terms of Options granted to such Participants are not overall more favourable than the terms of Options granted to other Participants.
No alteration to the material disadvantage of any Participant shall be made under Rule 13.1 unless:
Any alteration to a key feature (as defined in paragraph 40B(8) of Schedule 3) shall be notified to HMRC in accordance with Paragraph 40B(6) of Schedule 3.
The Plan shall terminate on the 10th anniversary of the approval of the Plan by the shareholders of the Company in general meeting, or at any earlier time by resolution of the Board or an ordinary resolution of the shareholders in general meeting. Such termination shall be without prejudice to the subsisting rights of Participants.
The rights and obligations of any individual under the terms of his office or employment with the Company, any Associated Company and any company of which the Company has Control shall not be affected by his participation in the Plan or any right which he may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (and regardless of whether such termination is lawful or unlawful) insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any option under the Plan as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The issuing of an Invitation and the grant of an Option does not imply that any further Invitations or grants of Options will be made nor that a Participant has any right to receive such an Invitation or be granted any further Options.
In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan, the decision of the Board shall be final and binding upon all persons.
The exercise of any power or discretion by the Board shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise or omission to exercise any such power or discretion.
No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.
Benefits provided under the Plan shall not be pensionable.
For the purposes of operating the Plan, personal data in relation to Participants shall be collected, processed and transferred in accordance with the terms of the Privacy Notice for Participants in Man Group Deferred Share, Fund and Cash Plans which is available to Participants on the Company's intranet and website.
The Plan and all Options shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.
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