EMPLOYEE INFORMATION BOOKLET

Transcription

1 Non-Australian Resident Employee Share Acquisition Plan EMPLOYEE INFORMATION BOOKLET (Americas Employees Only) Cardno Limited ACN

2 About Cardno Cardno is an ASX200 professional infrastructure and environmental services company, with expertise in the development and improvement of physical and social infrastructure for communities around the world. Cardno s team includes leading professionals who plan, design, manage and deliver sustainable projects and community programs. Cardno is an international company listed on the Australian Securities Exchange [ASX:CDD]. Contacts Ordinary Shareholders (contact Computershare Investor Services) Phone: (within Australia or (outside Australia) web.queries@computershare.com.au Employee Shareholders (contact Computershare Plan Managers) Phone: (within Australia or (outside Australia) cardnoshareplans@computershare.com.au

3 Employee Share Acquisition Plan: 2013 Share Offer What is the Non-Australian Resident Employee Share Acquisition Plan? The Non-Australian Resident Employee Share Acquisition Plan (the ESP ) provides eligible employees with an opportunity to acquire Shares in Cardno Limited ( Cardno ). Each year the Board may, at its discretion, offer shares to each qualifying employee of the group, subject to the satisfactory performance of the business. Who are eligible employees and how many shares are they entitled to? To be eligible to participate in the ESP, an employee must satisfy the relevant criteria as follows: Full time (Benefit eligible) employees with at least 12 months employment as of 31 December 2013* will be offered $500 AUD worth of shares. Full time (Benefit eligible) employees with between 6 and 12 months employment as of 31 December 2013* will be offered $250 AUD worth of shares. * The cut-off date for eligibility for the 2013 Share Offer is 31 December Employees who commence less than 6 months before this date or have not completed the required hours will not be eligible and will not receive a share offer invitation. Please note: The relevant criteria are determined by the Cardno directors and may change from time to time at their discretion. Employees who cease employment after the eligibility date and on or before the allocation date will be ineligible to take up the shares. Following are examples of what eligible employees will be entitled to under the 2013 employee share offer: Employee Start Date Entitlement 31 December 2012 $500 AUD 1 January 2013 $250 AUD 30 June 2013 $250 AUD 1 July 2013 Nil 31 December 2013 Nil When does the share offer take place? Once every calendar year, subject to the satisfactory performance of the company, the directors of Cardno may invite eligible employees to participate in the ESP. The invitation is extended at the beginning of the year, usually in February or March. To allow time to prepare and distribute the share offer invitations, the cut-off date for the 2013 Share Offer eligibility is 31 December Is there a restriction period on the shares? A restriction period is placed on the shares for a minimum of 3 years while participants remain employees, ie. shares cannot be traded during this 3 year period. The restriction period is lifted either (i) at the end of the period of 3 years from the date of its allocation or (ii) when the employee ceases employment with a Cardno company. Once the restriction period is lifted, a participant can choose whether to retain the shares or sell them. Non-Australian resident employees may apply for approval to remove the 3 year restriction from part of or all of their shares. Requests for such must be made in writing to the Managing Director, Chief Financial Officer or their relevant General Manager. If approved, the restriction will be removed within 1 month of advice of the approval. Page 1

4 Employee Share Acquisition Plan: 2013 Share Offer For further information on the ESP please refer to the Plan Rules located on the Cardno intranet under Resources/Human Resources/Employee Benefits & Programs, and at Are there any costs to an employee to participate in the offer? No. Participants are not required to pay any of the administration costs, including any brokerage and stamp duty, which is usually payable when buying shares. How does an eligible employee apply for shares under the ESP? Eligible employees will automatically receive their allocation of shares. They will receive an invitation to participate in the ESP share offer via from the company s employee share plans administrator, Computershare Plan Managers ( CPM ). Eligible employees who wish to take advantage of the offer will not be required to do anything further. Eligible employees who do not wish to receive their allocation of shares will need to complete an online opt out form. When will the share allocation be made? The allocation of shares will be completed once the share offer is closed. The closing date for the offer will be specified in the share offer invitation. What is the price of the shares allocated under the ESP? The price of the shares issued under the ESP is calculated using the five day VWAP (volume weighted average price) of Cardno Limited ordinary shares as traded on the ASX (Australian Securities Exchange: up to and including the allocation date. What are the details of the shares issued to date? Year of Issue Date of Issue Issue Price Per Share 2004 November 15, 2004 $2.46 AUD 2005 November 15, 2005 $3.63 AUD 2006 November 15, 2006 $4.76 AUD 2007 January 29, 2008 $6.19 AUD 2008 February 23, 2009 $3.175 AUD 2009 March 9, 2010 $4.071 AUD 2010 February 25, 2011 $6.045 AUD 2011 February 13, 2012 $5.778 AUD 2012 March 27, 2013 $ AUD What documentation is issued to show that an employee holds shares? Once the share offer has closed, applications received from employees who wish to opt out of the share offer are processed and shares are allocated to all other eligible employees. CPM will send employees who accepted the share offer an with a link to the CPM website where they can view their allocation. New employee shareholders will receive an confirming their allocation of shares and access to CPM s website. New employees will be directed to the correspondence section of the website to download a letter which will include their Securityholder Reference Number (SRN). The SRN identifies an employee as the owner of the shares and it should be treated like a social security number and stored securely. The SRN only relates to an employee s Cardno shareholding and it starts with the letter I eg. I Page 2

5 Employee Share Acquisition Plan: 2013 Share Offer In addition to this, employees will receive dividend statements to assist them with their tax return. What does it mean to be a Cardno shareholder? Employees who acquire shares under the ESP will hold a stake in Cardno, and therefore are able to participate in the ownership and growth of the business. Are dividends payable to employee shareholders? As a shareholder, an employee is entitled to dividend payments. These are subject to company performance and are generally made twice a year in April and October. While the shares are held in the three year restriction period the dividends are not allowed to be reinvested into additional Cardno shares so will be paid directly into your bank account. What happens to the shares when an employee leaves Cardno? The shares remain the property of the ex-employee. CPM is notified on a monthly basis of employees who have left Cardno. Once advised, CPM processes the lifting of the restriction period on the shares and the ex-employee can choose whether to hold onto the shares or sell them. Ex-employees will have 60 days from the date of their termination to advise CPM of their preference. If no instruction is received within this period, their shares will be moved to the ordinary share register 1. What are the tax implications? In most non-australian jurisdictions, participants will be required to pay tax on the ESP at the time it is issued. Participants should seek their own tax advice as the taxation rules vary for each country. When shares acquired under the ESP are sold income tax may apply to any gain in value of the shares depending on the circumstances of the sale and the taxation laws in the participant s country of residence. How can I keep track of my employee shares? CPM maintains the employee share register on behalf of Cardno. All enquiries regarding your Cardno employee shareholding should be directed to CPM. Their contact details are below. How does an employee access their shareholding details online? To access details of your shareholding online log onto the CPM website* and: 1. Select Employee Online 2. Enter Company Code (ie. CDD) or Company Name (ie. Cardno Limited), Press Next 3. Enter your SRN 4. Enter your Password / PIN 5. Press Login Once logged in you will be able to check payment history, current share price and print out holding statements and dividend payment advices. *Ensure you are logged onto Computershare s Australian website by selecting Australia as the country in the drop down box located in the top right hand corner. Further information on how to make changes to your holding can be found at CPM s website. Page 3

6 Employee Share Acquisition Plan When should an employee contact CPM? You should contact CPM to advise them of any changes to your shareholding eg. advise your bank account details (NZ, UK & USA employees only), change of name or change of address. Any enquiries regarding dividend payments on your employee shares etc should also be directed to CPM. What does an employee need before contacting CPM? When contacting CPM, you will need to provide your name, address and SRN. CONTACT DETAILS FOR COMPUTERSHARE PLAN MANAGERS Phone: Address: GPO Box 658, Melbourne VIC 3067, AUSTRALIA cardnoshareplans@computershare.com.au Website: 1 NB: If an employee decides to sell their shares once they have been moved to the ordinary share register, they will need to contact a stockbroker to manage the sale. Page 4