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THERES NO OTHER STORE LIKE DAVID JONES

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					   THERE’S NO OTHER STORE LIKE DAVID JONES




   N OT I C E O F A N N U A L G E N E R A L M E E T I N G 1 9 9 8
Monday 23 November 1998 at 10.00 a.m. DAVID JONES LIMITED ACN   000 074 573
NOTICE OF ANNUAL GENERAL MEETING 1998




                                        N O T I C E                O F         A N N U A L              G E N E R A L                     M E E T I N G


                                        NOTICE IS GIVEN TO THE MEMBERS OF DAVID JONES LIMITED ACN 000 074 573

                                        (“THE COMPANY”) THAT THE ANNUAL GENERAL MEETING OF THE COMPANY

                                        WILL BE HELD AT THE CENTREPOINT CONVENTION CENTRE, 100 MARKET

                                        STREET, SYDNEY, ON MONDAY 23 NOVEMBER 1998 AT 10.00 A.M.

                                        O R D I N A RY          B U S I N E S S                        S P E C I A L        B U S I N E S S

                                        1. To receive the Reports of the Directors and the             1. D A V I D J O N E S L I M I T E D E M P L O Y E E

                                          Auditors, the Financial Statements of the Company            SHARE AND OPTION PLANS

                                          and of the Company and its controlled entities for           To consider, and if thought fit, pass the following
                                          the 52 weeks ended 25 July 1998.                             resolution as a special resolution:

                                          The Corporations Law requires the Financial Statements,      “THAT the Company approves and adopts:
                                          including the Directors’ and Auditors’ Reports, to be laid
                                                                                                       A. THE ESTABLISHMENT OF THE DAVID JONES LIMITED
                                          before the Annual General Meeting and the Company’s
                                                                                                         EXEMPT EMPLOYEE SHARE PLAN
                                          Constitution provides for such Statements and Reports to
                                                                                                         An employee share plan, to be called the David Jones
                                          be received and considered at the meeting. Neither the
                                                                                                         Limited Exempt Employee Share Plan (the ‘EESP’), to
                                          Corporations Law nor the Constitution require a vote of
                                                                                                         provide fully paid ordinary shares in the capital of the
                                          shareholders at the Annual General Meeting on such
                                                                                                         Company to Eligible Employees as defined in, and
                                          Statements or Reports. However, shareholders will be given
                                                                                                         subject to the terms and conditions contained in, the
                                          ample opportunity to raise questions on the Statements
                                                                                                         rules of the EESP, a summary of which is set out in the
                                          and Reports at the meeting.
                                                                                                         Explanatory Notes accompanying the Notice of
                                        2. To elect Directors by ordinary resolutions:                   Meeting, and authorises the Board of Directors of the
                                                                                                         Company to administer the EESP in accordance with
                                          A. Geoffrey Heeley retires in rotation and, being
                                                                                                         those rules; and
                                             eligible, offers himself for re-election.
                                                                                                       B. THE ESTABLISHMENT OF THE DAVID JONES LIMITED
                                          B. Elizabeth Nosworthy retires in rotation and, being
                                                                                                         DEFERRED EMPLOYEE SHARE PLAN
                                            eligible, offers herself for re-election.
                                                                                                         An employee share plan, to be called the David Jones
                                          C.Robert Wright retires in rotation and, being eligible,
                                                                                                         Limited Deferred Employee Share Plan (the ‘DESP’), to
                                            offers himself for re-election.
                                                                                                         provide fully paid ordinary shares in the capital of the
                                                                                                         Company to Eligible Employees as defined in, and
                                                                                                         subject to the terms and conditions contained in, the
                                                                                                         rules of the DESP, a summary of which is set out in the
                                                                                                         Explanatory Notes accompanying the Notice



           2
                                                                                                                          NOTICE OF ANNUAL GENERAL MEETING 1998
of Meeting, and authorises the Board of Directors of the     2. ISSUES TO AND ACQUISITIONS

Company to administer the DESP in accordance with            BY DIRECTORS

those rules; and                                             To consider, and if thought fit, pass the following
                                                             resolutions each as a special resolution:
C. THE ESTABLISHMENT OF THE DAVID JONES LIMITED

  EXECUTIVE OPTION PLAN                                      A. ACQUISITIONS BY DIRECTORS UNDER THE DAVID JONES

  An executive option plan, to be called the David Jones        DEFERRED EMPLOYEE SHARE PLAN (THE “DESP”)

  Limited Executive Option Plan (the ‘EOP’), to provide        “THAT subject to the passing of Special Business
  options to subscribe for fully paid ordinary shares in       Resolution 1 set out in the Notice of Meeting, the
  the capital of the Company to Eligible Employees as          Board of Directors of the Company be authorised
  defined in, and subject to the terms and conditions          pursuant to the DESP to permit Non-Executive
  contained in, the rules of the EOP, a summary of which       Directors (up to 10,000 ordinary shares each) and
  is set out in the Explanatory Notes accompanying the         Executive Directors (up to 20,000 ordinary shares
  Notice of Meeting, and for the issue of fully paid           each) to acquire shares in the Company at any time
  ordinary shares in the capital of the Company on and         during the period up to the conclusion of the next
  subject to the valid exercise of those options, and          Annual General Meeting of the Company, in so far as
  authorises the Board of Directors of the Company to          the full value of these share acquisitions is in lieu of
  administer the EOP in accordance with those rules.”          fees and/or remuneration otherwise payable to the
                                                               Directors in accordance with the DESP rules.”
VOTING EXCLUSION

In accordance with the Listing Rules of the Australian       B. ISSUE OF OPTIONS TO ROBERT WRIGHT UNDER THE DAVID

Stock Exchange Limited any votes cast (other than by a         JONES LIMITED EXECUTIVE OPTION PLAN (THE “EOP”)

person as proxy for a person who is entitled to vote, in       “THAT subject to the passing of Special Business
accordance with the direction on the proxy form, or by         Resolution 1 as set out in the Notice of Meeting, the
the person chairing the meeting as proxy for a person          Board of Directors of the Company be authorised
who is entitled to vote, in accordance with a direction on     pursuant to the EOP to issue to Robert Wright, the
the proxy form to vote as the proxy decides) in relation       Finance Director of the Company, up to 500,000
to Special Business Resolution 1 by a Director of the          options to subscribe for up to 500,000 fully paid
Company or any associate of such Director will be              ordinary shares in the capital of the Company and fully
disregarded in determining the result of the resolution.       paid ordinary shares following the exercise of any such
                                                               options in accordance with the EOP Rules during the
                                                               period up to the conclusion of the next Annual
                                                               General Meeting of the Company.”




                                                                                                                                     3
NOTICE OF ANNUAL GENERAL MEETING 1998




                                        VOTING EXCLUSION                                             C O R P O R AT E R E P R E S E N TAT I V E

                                        In accordance with the Listing Rules of the Australian       If your holding is registered in a company name and you
                                        Stock Exchange Limited any votes cast (other than by a       would like to attend the meeting (and do not intend to
                                        person as proxy for a person who is entitled to vote, in     return a completed proxy form), please bring with you
                                        accordance with the direction on the proxy form, or by       to the meeting a duly completed Appointment of
                                        the person chairing the meeting as proxy for a person        Corporate Representative Form to enable you to attend
                                        who is entitled to vote, in accordance with a direction on   and vote at the Annual General Meeting. Alternatively
                                        the proxy form to vote as the proxy decides) in relation     contact the Share Registry who will forward to you a
                                        to Special Business Resolutions 2A and 2B by a Director      form for completion.
                                        of the Company or any associate of such Director will be
                                                                                                     ENTITLEMENT TO VOTE
                                        disregarded in determining the result of the resolutions.
                                                                                                     For the purposes of section 1109N of the Corporations
                                        R E C O M M E N DAT I O N                                    Law, the Board has determined that in relation to the
                                        The Board recommends that you vote in favour of the          Annual General Meeting being convened by this Notice
                                        Ordinary and Special resolutions as described above,         shares will be taken to be held by the persons who are
                                        except where an individual Director is interested in the     the registered holders at 10.00 a.m. Sydney time on
                                        outcome of that resolution, in which case no                 Saturday 21 November 1998. Accordingly, share transfers
                                        recommendation is made by that Director.                     registered after that time will be disregarded in
                                                                                                     determining entitlements to attend and vote at
                                        PROXIES
                                                                                                     the meeting.
                                        Any member entitled to attend and vote is entitled to
                                                                                                     By order of the Board
                                        appoint not more than two proxies to attend and vote
                                        in his or her stead. If more than one proxy is appointed,
                                        each proxy must be appointed to represent a specified
                                        portion of the member’s voting rights.The person
                                        or persons so appointed need not necessarily
                                        be members of the Company.                                   John A. Simmonds
                                                                                                     Secretary
                                        To be effective, the proxy form must be received
                                        by Corporate Registry Services Pty. Ltd., Level 3,
                                                                                                     Sydney
                                        60 Carrington Street, Sydney NSW 2000 by 10.00 a.m.          30 September 1998
                                        on Saturday 21 November 1998, being not less than
                                        48 hours before the time for holding the meeting.
                                        The proxy form may also be sent by facsimile to
                                        (02) 8234 5050. No facility exists for receiving proxy
                                        forms by e-mail.



           4
                                                                                                                          NOTICE OF ANNUAL GENERAL MEETING 1998
E X P L A N ATO RY            N OT E S                      plan. As a result, the Board has selected an
O N     S P E C I A L     B U S I N E S S                   integrated package of three new employee share
                                                            and incentive plans (the Plans), which are being
1. INTRODUCTION
                                                            put to shareholders for approval.These are:
Shareholders may recall that at the previous Annual
                                                            • an Exempt Employee Share Plan (EESP);
General Meeting of the Company, shareholders approved
amendments to the existing employee share plan of the       • a Deferred Employee Share Plan (DESP); and
Company so as to overcome certain shortcomings in the
                                                            • an Executive Option Plan (EOP).
existing plan.
                                                            Resolution 1 of the Special Business seeks approval for
At the same time, the Board signalled its intention to
                                                            introduction of the package of these three new
carry out a comprehensive review of the Company’s
                                                            employee share and incentive plans.
employee share plan with the assistance of a professional
                                                            The new Plans are designed to overcome the
share plan consultant, so as to assess the operation of
                                                            deficiencies in the existing plan and to utilise taxation
the plan and to consider whether that plan is in
                                                            benefits applicable to employee share plans.
accordance with best practice in the market generally.
                                                            More generally, the Board believes these new
During the year, the Board has engaged the services
                                                            Plans will contribute to a comprehensive,
of Remuneration Planning Corporation Pty Limited,
                                                            performance based remuneration strategy
an independent firm specialising in the design
                                                            within the budget allowed for overall
and implementation of employee ownership and
                                                            remuneration. As mentioned, they are recommended
incentive schemes.
                                                            following extensive consultation with remuneration
In conjunction with these remuneration consultants, the     consultants and are felt to be in the best interests of the
Board has reviewed the existing employee share plan,        Company, its employees and its shareholders.Your
and considers that the amendments made to the share         Directors believe these new Plans further enhance the
plan last year did not remedy the underlying problem:       principles of employee share ownership already
namely, that the existing plan operates by providing        established and accepted by employees.
interest free, non-recourse loans to employees to acquire
                                                            The Company’s current employee share plan will be
shares in the Company, which has resulted in unforeseen
                                                            phased out if shareholders approve the new Plans.
costs to the Company with no commensurate benefits
                                                            The main features, terms and conditions of each of the
to employees, thereby rendering it ineffective as an
                                                            Plans are described below. A copy of the rules for each
incentive scheme.
                                                            of the Plans which sets out the full terms and conditions
The Board has considered a range of options
                                                            of each Plan will be sent free to a shareholder on
available to remedy this core problem, including
                                                            request ((02) 9266 5130 or (02) 9266 5176) or may be
further amendments to the existing plan, or the
                                                            inspected at the Company’s registered office during
adoption of a new employee share and incentive
                                                            normal business hours.


                                                                                                                                     5
NOTICE OF ANNUAL GENERAL MEETING 1998




                                        2 . A DVA N TA G E S O F T H E N E W P L A N S –              Offers to participate under each Plan will be specifically
                                        A BRIEF SUMMARY                                               structured reflecting their particular remuneration
                                        The Board believes, based on the advice of the                purpose, and to attract available tax concessions under
                                        remuneration consultants, that the introduction of the        Australian income tax legislation.
                                        three new Plans recommended will:
                                                                                                      3 . DAV I D J O N E S L I M I T E D
                                        • create a stronger link between the
                                                                                                      E X E M P T E M P L OY E E S H A R E P L A N
                                          contribution of all eligible employees and the
                                                                                                      The Board seeks approval to introduce an Exempt
                                          Company’s overall financial performance as
                                                                                                      Employee Share Plan (“EESP”).The EESP provides eligible
                                          reflected by the performance of David Jones shares;
                                                                                                      employees an opportunity to acquire an ownership
                                        • create an ongoing incentive where future share              interest in the Company.
                                          allocations are made contingent on the financial
                                                                                                      Eligible employees (that is, any Employee who
                                          performance of the Company and individual
                                                                                                      has been invited by the Board to participate in
                                          performance of employees;
                                                                                                      the EESP) will be offered up to $1,000 worth of
                                        • assist in the retention and motivation of                   David Jones shares each year, provided specific
                                          employees thereby enhancing loyalty and aiding in           financial and qualitative corporate objectives are
                                          the process of skills development;                          met to the satisfaction of the Board (“Offer”).

                                        • facilitate growth in the level of share                     David Jones shares acquired under the Offer must
                                          ownership in the Company by employees,                      remain in the Plan until the sooner of three years
                                          by offering plans designed to access intended legislative   after allocation, or termination of employment of
                                          benefits of employee share participation and more           the participant.
                                          closely align the incentives of employees with the
                                                                                                      To implement and administer the EESP, a custodial plan
                                          interests of all shareholders;
                                                                                                      company (“Plan Company”) will be used.
                                        • limit the impact of capital dilution from any
                                                                                                      The Plan Company will use funds it receives from the
                                          additional shares to be issued under all employee
                                                                                                      Company to either subscribe for a new issue of David
                                          share or option plans by being subject to an overall
                                                                                                      Jones shares on behalf of the participating employees or
                                          cap of 5% of issued capital in any five year period
                                                                                                      purchase shares on the Australian Stock Exchange on
                                          (including options to shares granted and shares issued
                                                                                                      behalf of the participating employees.These shares will
                                          under any other share or option plans (excluding
                                                                                                      be registered in the name of the participants.
                                          lapsed or cancelled options));
                                                                                                      Plan participants may exercise any voting rights attaching
                                        • ensure the plan funding costs are within
                                                                                                      to shares registered in their name.
                                          annual budgeted remuneration levels approved
                                                                                                      Non-Executive Directors of the Company are not eligible
                                          by the Board;
                                                                                                      to participate in the EESP.
                                        • be in accordance with best market practice for
                                          employee ownership and incentive schemes.
           6
                                                                                                                          NOTICE OF ANNUAL GENERAL MEETING 1998
The Board intends to consider whether to make an offer        To implement and administer the DESP, a plan trustee
under the EESP for the first time after the January 1999      company (“Plan Trustee”) will be used.
first half year results are announced.
                                                              The Plan Trustee will acquire David Jones shares in the
If an Offer is made early next year, the Board intends that   ordinary course of trading on the Australian Stock
the shares will be acquired under a new issue made by         Exchange on behalf of DESP participants, using funds
David Jones to the participants in the EESP. The EESP is      allocated by the Company from the existing
designed to attract a tax concession provided under           remuneration budget.
Australian tax legislation to encourage employee share
                                                              There is no additional cost to David Jones as a result
and incentive plans.
                                                              of the operation of the DESP (other than administrative
                                                              and establishment costs) as the cost of the shares is
4 . DAV I D J O N E S L I M I T E D
                                                              funded from base pay and incentives payable within
D E F E R R E D E M P L OY E E S H A R E P L A N
                                                              the David Jones’ approved annual remuneration budget.
The Board seeks approval to introduce a Deferred
                                                              In addition, there is no dilution of existing shareholder
Employee Share Plan (“DESP”).
                                                              interest as no new shares are being issued.
The DESP provides eligible employees with the
                                                              The Board thus considers that there is no
opportunity to acquire beneficial ownership of shares in
                                                              significant cost to David Jones shareholders
the Company. More specifically, the DESP is proposed to
                                                              resulting from the purchase of David Jones
enable Directors, senior executives, management and any
                                                              shares on behalf of participating employees
other employees invited by the Board to participate in
                                                              under the DESP.
the DESP to acquire David Jones shares.
                                                              No voting rights will be exercised in relation to the
The DESP is a voluntary plan to provide greater
                                                              shares held in the plans unless instructions are received
choice for eligible employees in the way they
                                                              from a participating employee to vote in respect of his
receive their remuneration.
                                                              or her shares.
The DESP is designed to access the available
                                                              Under the rules of the DESP, the Board may impose
taxation deferral concession legislated by the
                                                              Relevant Requirements, being performance, vesting and
Federal Government to encourage employees
                                                              any other criteria that the Board determines to be
to become shareholders in employer
                                                              required before shares can be withdrawn from the
companies. The DESP also allows the Board the
                                                              DESP by a participant.
flexibility to make special offers of shares to employees
on terms to be established from time to time, although
such offers will be funded within established
remuneration budgets.




                                                                                                                                     7
NOTICE OF ANNUAL GENERAL MEETING 1998




                                        In terms of making offers under the DESP, the Board         • The Company will meet the ongoing administration
                                        intends that:                                                 expenses of the EESP and the DESP, whilst the
                                                                                                      participating employees will meet all outgoings,
                                        • in accordance with the current focus on salary
                                                                                                      expenses and any tax (including stamp duty) incurred
                                          packaging, all Directors, senior executives and senior
                                                                                                      by the EESP or DESP in buying, selling and otherwise
                                          management will be offered the ability to participate
                                                                                                      dealing with shares on behalf of those participating
                                          in the DESP;
                                                                                                      employees.
                                        • future senior executives and senior management will
                                                                                                    • Ability of participating employees to withdraw their
                                          be offered the ability to participate in the DESP as
                                                                                                      shares from the EESP or DESP and sell them will be
                                          part of their recruitment; and
                                                                                                      dependent on achieving any specified minimum
                                        • executives and management undertaking special
                                                                                                      holding period, and will otherwise be restricted to
                                          projects within the Company may be offered the
                                                                                                      reflect the Company’s remuneration objectives,
                                          ability to participate in the DESP.
                                                                                                      administrative considerations and to secure the
                                        When a participating employee’s employment ends, he           available tax concessions.
                                        or she will receive the David Jones shares held on his or
                                                                                                    6 . DAV I D J O N E S L I M I T E D
                                        her behalf except for:
                                                                                                    EXECUTIVE OPTION PLAN
                                        • where Relevant Requirements have been imposed,
                                                                                                    The Board seeks approval to introduce an Executive
                                          these requirements have not been met; or
                                                                                                    Option Plan (“EOP”).
                                        • where an employee has been dismissed as a result of
                                                                                                    The EOP provides eligible employees (that is
                                          that employee’s fraud or wrongful conduct, in which
                                                                                                    an employee who has been invited to participate
                                          case the Board has the discretion to require forfeit of
                                                                                                    in the EOP) an opportunity to acquire an
                                          any shares held under the DESP.
                                                                                                    ownership interest in the Company.

                                        5. COMMON ELEMENTS OF                                       The EOP supports the objective of increasing the
                                        BOTH EESP AND DESP                                          proportion of executive remuneration that is
                                        • Eligibility of employees of the Company (including        performance based, and is designed to encourage
                                          Executive Directors) to participate in the EESP and       executives to retain the shares converted from options,
                                          the DESP will be decided by the Board.                    and hence become long term shareholders in the

                                        • A participating employee is entitled to receive any       Company. It is considered that this will reinforce the

                                          dividend paid in respect of shares held under the EESP    alignment of optionholders under the EOP with

                                          and/or the DESP on his or her behalf. Shares held will    other shareholders.

                                          also qualify for any rights and bonus issues.




           8
                                                                                                                              NOTICE OF ANNUAL GENERAL MEETING 1998
Under the EOP, eligible employees will be offered options      • the Board determines that the options should lapse if
to acquire shares in the Company at a specified price.           the Board has imposed conditions or Relevant
Such options will be exercisable on a specified date, at a       Requirements (including a Performance Hurdle) at the
specified exercise price. Payment for options can also be,       time of granting the options, and those conditions or
subject to the terms on which the options are offered, by        Relevant Requirements are not met within a specified
way of a Promise to Pay. (See also page 10.)                     time period.

Eligibility to participate in the EOP will be decided by the   Adjustment to the number of options and/or the amount
Board in accordance with the EOP rules. Non-Executive          payable upon exercise of the option will be made, in
Directors may not participate in the EOP.                      accordance with the ASX Listing Rules, if there is a bonus
                                                               issue or rights issue or reconstruction of capital before
The Board will determine the number of
                                                               the options are exercised.
options offered to a participant and will
have regard to criteria which will include                     Options will carry no right to receive dividends or to vote.
performance, existing option holdings,
                                                               The Board may make minor amendments to the EOP
remuneration and market practice, ensuring
                                                               Rules with the approval of the ASX. However, under ASX
such allocations are reasonable.
                                                               Listing Rules, significant variation of the EOP Rules will
Options will not be transferable and will not be listed        require approval of shareholders by special resolution.
on the Australian Stock Exchange (ASX).
                                                               The EOP Rules are subject to the overriding
Application will be made to list David Jones shares issued     requirements of the Corporations Law and the ASX
on the exercise of options on the ASX and such shares          Listing Rules.
will rank equally with other David Jones ordinary shares
                                                               Options may be exercised before their specified exercise
and will not carry any restrictions on trading.
                                                               date, but only in special circumstances and subject to the
Options will lapse, whether or not they have become            ASX Listing Rules. Examples of these special
exercisable, when one of the following events occur:           circumstances are in the event of a takeover offer being
                                                               made for David Jones shares or David Jones entering into
• on the fifth anniversary of the date the options are
                                                               a scheme of arrangement. At the time of making an offer
  issued (or such other date that the Board determines
                                                               of options, the Board may also stipulate other special
  at the time of granting the options);
                                                               circumstances which will allow for the early exercise of
• the Board determines that the options should lapse
                                                               options, such as the retirement, redundancy, death or
  following dismissal of an EOP participant as a result of
                                                               permanent disability of the EOP participant.
  that participant’s fraud, gross misconduct or conduct
  which brings the Company into disrepute;




                                                                                                                                         9
NOTICE OF ANNUAL GENERAL MEETING 1998




                                        The Board may impose other Relevant Requirements,              Then, they can only be exercised if David Jones’
                                        being performance, vesting and any other criteria in           performance is equal to or greater than the Performance
                                        connection with any offer of options to an EOP                 Hurdle described below;
                                        participant.
                                                                                                       • the Board intends to impose a Performance
                                        In this regard, the Board intends to impose the following        Hurdle such that options issued under the
                                        Relevant Requirements:                                           EOP may not be exercised unless, at the date
                                                                                                         of exercise, in the three months preceding
                                        • the price at which options will be issued will be the
                                                                                                         that date of exercise, the median DJL
                                          weighted market price of David Jones shares sold on
                                                                                                         Accumulation Index is equal to or greater
                                          the ASX during the five consecutive trading days
                                                                                                         than the median Mid-Cap 50 Industrials
                                          immediately before the relevant options are issued
                                                                                                         Accumulation Index where:
                                          (or such other date or period as ensures compliance
                                          with tax laws), provided that the price must not be less       a. “DJL Accumulation Index” means the accumulation
                                          than $0.20. At the time of issue, options may be paid            index calculated by the Australian Stock Exchange in
                                          for by way of a Promise to Pay. If exercised, each               respect of David Jones Limited;
                                          option will be converted into one ordinary share;
                                                                                                         b. “Mid-Cap 50 Industrials Accumulation Index” means
                                        • as noted above, payment for options issued to an EOP             the accumulation index calculated by the Australian
                                          participant can be made by way of a Promise to Pay,              Stock Exchange in respect of the listed shares in the
                                          which will generally not be called upon until the option         companies comprising the Mid-Cap 50 Industrials
                                          is either exercised or lapses.This allows the point at           Accumulation Index;
                                          which tax becomes payable by the participant to be
                                                                                                         c. the base date for the calculation of the indices
                                          moved from the date of exercise of the option to the
                                                                                                           referred to above is the date of grant of the option;
                                          later date of sale of the resulting share.This should
                                                                                                         d. in the event that the Australian Stock Exchange
                                          encourage participants to retain their shares for the
                                                                                                           redefines or discontinues the indices referred to
                                          longer term – at no cost to David Jones.The use of
                                                                                                           above or they cannot be calculated for any reason,
                                          the Promise to Pay mechanism does not mean
                                                                                                           then “DJL Accumulation Index” and “Mid-Cap 50
                                          participants receive options and shares for free – they
                                                                                                           Industrials Accumulation Index” shall mean the index
                                          still pay the full specified price of the options when the
                                                                                                           or calculation which most closely approximates to
                                          Promise to Pay is called;
                                                                                                           the indices referred to in the above offer made to
                                        • each issue of options under the EOP must be held for
                                                                                                           eligible employees having particular regard to the
                                          at least 24 months respectively (“minimum holding
                                                                                                           purpose of this performance hurdle providing a
                                          period”) before they can be considered for exercise.
                                                                                                           condition precedent for the exercise of the options
                                                                                                           by the Executive; and




10
                                                                                                                           NOTICE OF ANNUAL GENERAL MEETING 1998
  e. options may not be exercised unless, as at the date       It strikes an appropriate balance between hurdles which
    of exercise, the prevailing price of fully paid ordinary   are too high making achievement almost beyond reach
    shares in the capital of the Company on the ASX is         and hurdles which are too low making achievement too
    15% above the market price of the Company’s                easy and thus no incentive for better performance.
    shares at the date of grant.
                                                               7. ISSUES TO AND ACQUISITIONS

The Board considers that this Performance                      BY DIRECTORS

Hurdle is an appropriate, market competitive
                                                               Under the Listing Rules separate disclosure and approval
performance hurdle which will ensure that no
                                                               for issues of shares or options to Directors is required.
participant in the EOP receives a benefit unless:
                                                               These resolutions relate to this required approval.
• returns to David Jones shareholders, as
                                                               Special Business Resolution 2A is to permit
  measured by the DJL Accumulation Index, are
                                                               Directors (both Non-Executive and Executive)
  greater than or equal to returns that would
                                                               to have the ability to use Directors’ fees or
  have been obtained from investment in similar
                                                               remuneration earned to acquire up to 10,000
  shares as measured by the Mid-Cap 50
                                                               David Jones shares by each Non-Executive
  Industrials Accumulation Index; and
                                                               Director or up to 20,000 David Jones shares by
• the prevailing price of the Company’s shares                 each Executive Director in accordance with the
  at the date of exercise is at least 15% above                rules of the DESP.
  the market price at the date of the grant of
                                                               The options to be issued to Robert Wright
  the options.
                                                               under the EOP pursuant to Special Business
In the Board’s view, this is an acceptable benchmark           Resolution 2B will be issued on the basis of the
against which investors can reasonably measure their           intended Relevant Requirements outlined above
investment in David Jones. Applicable ASX indices are          – including Performance Hurdles, exercise dates,
commonly used by leading investment managers as an             minimum holding periods, issue price, exercise
indicator for measuring superior performance, and, in          price and method of payment.
particular, the Mid-Cap 50 Industrials Accumulation Index
                                                               The Voting Exclusion in the Notice of Meeting is also
will assess the performance of David Jones shares against
                                                               required by the Listing Rules.
similar market participants. Executives will obtain no
benefit from the EOP unless this benchmark is equalled
or exceeded.




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posted:3/9/2010
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Description: THERES NO OTHER STORE LIKE DAVID JONES