Ramsay Health Care Limited (ACN ) Ramsay Health Care Tax-Exempt Employee Share Plan PLAN RULES

Transcription

1 Ramsay Health Care Limited (ACN ) Ramsay Health Care Tax-Exempt Employee Share Plan PLAN RULES 16 June 2014

2 Contents 1 Purpose Definitions and interpretation Eligibility and grant Funding and acquisition Shares held by Trustee Dealing with Shares held under the Plan Shares Terminating Plan participation Shares and capital reconstructions Takeovers, Schemes of Arrangement and Winding-up Contravention of laws Administration Plan amendment Issue limitations No employment contract ASIC relief Non-exclusivity Withholding General Page 2 of 20

3 1 Purpose 1.1 The Plan is established by the Company to provide Eligible Employees with a means of acquiring Shares in the Company. 1.2 The Plan provides Eligible Employees with an opportunity to acquire Shares and access the taxation concessions available under Subdivision 83A-B (ITAA 1997). 2 Definitions and interpretation 2.1 Definitions In these Plan Rules, unless the context otherwise requires, the following terms and expressions will have the following meanings: Annual Contribution Amount means any amount up to a maximum of $1, per year (or such amount as amended that may be claimed as a reduction in assessable income under Subdivision 83A-B (ITAA 97)) that may be contributed to the Plan by or on behalf of the Participant for the purpose of acquiring Shares under this Plan. Applicable Law means any one or more or all, as the context requires of: the Corporations Act ; (d) (e) (f) the Listing Rules; the constitution of Ramsay; the ITAA 1997 (Cth), and the Taxation Administration Act 1953 (Cth), each as amended from time to time; any practice note, policy statement, regulatory guide, class order, declaration, guideline, policy, procedure, ruling, judicial interpretation or other guidance note made or issued by any Australian or relevant foreign regulatory agency or body to clarify, expand or amend,,, and (d) above; and any other legal requirement that applies to the Plan. ASX means the ASX Limited (ACN ), or the Australian Securities Exchange, as the context requires. Board means the board of directors of Ramsay, a committee appointed by the board of directors of Ramsay as constituted from time to time, or any person who is provided with delegated authority by the board of directors of Ramsay from time to time. Page 3 of 20

4 Business Day means a day on which banks are open for general banking business in the State of New South Wales, excluding Saturdays, Sundays or public holidays in the State of New South Wales. Company means Ramsay and its Subsidiaries. Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time. Deal and Dealing means, in relation to a Share, any dealing, including but not limited to: a sale, transfer, assignment, trust, encumbrance, option, swap, any alienation or all or any part of the rights attaching to the Share; and any hedging (including any dealing with a derivative instrument intended to lock in a profit relating to a Share), and any other transactions in financial products that operate to limit the economic risk associated with holding a Share under the Plan. Director means a director of Ramsay from time to time. Eligible Employee means any Employee who is determined by the Board as eligible to receive an Offer. Employee means any employee of the Company. Financial Year means each consecutive period of 12 months commencing on 1 July and ending on 30 June. Grant Date or Allocation Date means the date on which Shares are allocated to a Participant. ITAA 1997 means the Income Tax Assessment Act 1997 (Cth), as amended from time to time. Listing Rules means the official listing rules of the ASX, as amended, re-enacted, modified by administrative act or affected by a subordinate instrument (including any waiver given under those rules) as they may apply from time to time. Market Value means the market value of a Share the subject of an Offer, determined in accordance with Applicable Law. Marketable Parcel means a number of Shares whose value is at least $ or such value as defined in the Listing Rules. Offer means an Offer to an Employee to apply for a grant of Shares under these Plan Rules in the form approved by the Board from time to time. Page 4 of 20

5 Participant means a person who has been granted Shares pursuant to these Plan Rules. Plan means the Ramsay Health Care Tax-Exempt Employee Share Plan in respect of which these Plan Rules apply. Plan Rules or Rules means these Plan Rules in respect of the operation of the Plan, as amended from time to time. Plan Share means a Share allocated to or on behalf of a Participant pursuant to these Plan Rules. Ramsay means Ramsay Health Care Limited (ACN ). Restricted Share means a Share allocated to or on behalf of a Participant under and for the purposes of the Plan, which is subject to restrictions on Dealing which have not been met or waived by the Board. Restriction Period means the period from the date that the Shares are acquired by the Trustee on behalf of a Participant under the Plan until the earliest of: the date three years from the Grant Date (or such other period as amended that may be required under Subdivision 83A-B (ITAA 97)); or the date on which the Participant ceases employment with the Company. Secretary means the company secretary of Ramsay from time to time. Share means a fully paid ordinary share in Ramsay. Subsidiary has the meaning given in section 9 of the Corporations Act. Takeover Bid has the meaning given in section 9 of the Corporations Act. Trust means an employee share trust established by Ramsay for the purposes of this Plan and other such employee equity plans as may be operated by the Company from time to time. Trust Deed means the trust deed made between Ramsay and the Trustee, as amended from time to time. Trustee means the trustee of the Trust. Withdrawal Notice means a written request given or deemed to be given by a Participant to the Company, or the Trustee (as applicable) requesting that some or all of the Participant's Shares held under the Plan be sold, transferred to the Participant, or transferred to a person nominated by the Participant, which notice must: be signed by the Participant (or lodged electronically by the Participant); Page 5 of 20

6 specify the number of Shares to be dealt with as instructed by the Participant; and be in the form approved by the Board from time to time. 2.2 Interpretation In these Plan Rules unless otherwise stated or the contrary intention appears: (d) (e) (f) (g) (h) the singular includes the plural and vice versa; a gender includes all genders; if a word or phrase is defined its other grammatical forms have corresponding meanings; includes means includes without limitation; no rule of construction will apply to a Plan Rule to the disadvantage of a party merely because that party put forward the Plan Rule or would otherwise benefit from it; a provision of these Plan Rules which has the effect of requiring anything to be done on or by a date which is not a Business Day is to be interpreted as if it required that thing to be done on or by the immediately following Business Day; headings are inserted in these Plan Rules for convenience only and do not affect the interpretation of these Plan Rules; and a reference to: (i) (ii) (iii) (iv) (v) (vi) a person includes a reference to the person s executors, administrators and successors and, in the case of the Trustee, includes any substituted or additional trustee: any legislation includes any modification or replacement of it and any regulatory instruments issued under it and a reference to any provision of any legislation includes any modification or substitution of it; a right includes a benefit, remedy, discretion and power; time is to local time in the capital of the State of New South Wales; if a period of time starts from a given day (or event), it is calculated exclusive of that day (or the day the event occurs); $ or dollars is a reference to Australian currency; Page 6 of 20

7 (vii) (viii) this or any other document includes the document as varied or replaced; and writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmission and Applicable legislation These Plan Rules, the offering and granting of any Shares and/or the rights attaching to or interests in the Shares will at all times be subject to Applicable Law. 2.4 Rounding Where any calculation or adjustment to be made pursuant to these Plan Rules produces a fraction of a cent or a fraction of a Share, the fraction will be eliminated by rounding down to the nearest whole number. 3 Eligibility and grant 3.1 Limitations on participation in the Plan No Employee shall become a Participant unless he or she receives an Offer. No Employee shall become a Participant unless he or she is an Eligible Employee at the Grant Date. No Participant can continue to participate in the Plan if they cease to be an Employee of the Company. 3.2 Offer (d) (e) The manner, form, content, timing and frequency of an Offer will be as determined by the Board in its sole and absolute discretion, so long as in any year the Annual Contribution Amount is not exceeded in respect of any Participant. Offers will be made and the Plan operated on a non-discriminatory basis in relation to at least 75 per cent of the permanent full-time or part-time employees of the Company who have completed at least 3 years of service (whether continuous or non-continuous) and who are Australian residents as at the Offer date. Eligible Employees will only be invited to receive fully paid ordinary Shares in Ramsay. An Eligible Employee may only receive Shares in the Plan in his or her name. Shares offered in the Offer will be subject to the Restriction Period. Page 7 of 20

8 (f) (g) Shares offered in the Offer will not be subject to forfeiture. In accepting an Offer, the Eligible Employee: (i) (ii) agrees to be bound by the terms of the Offer, the application form (if applicable), these Plan Rules and the constitution of Ramsay; and consents to the collection, holding, processing and exchange of their personal data by the Company, the Trustee and any Plan administrator for any purpose related to the proper administration of the Plan. 3.3 Acceptance of Offer Acceptance of an Offer must be made in accordance with the instructions that accompany the Offer, or in any other way Ramsay determines. Ramsay may refuse the participation of an Eligible Employee in a grant of Shares where that Eligible Employee ceases to satisfy any relevant conditions imposed by Ramsay (which may include, without limitation, that the Eligible Employee continues to be a Company employee at the time of grant). Nothing limits Ramsay s ability to treat the conduct of an Eligible Employee in respect of an Offer (including the failure of an Eligible Employee to lodge an election not to participate within the time specified in the instructions accompanying the Offer) as valid acceptance of that Offer under these Rules. 3.4 Legal constraints Despite any other Plan Rule, an Eligible Employee may not be a Participant in the Plan if it appears to the Board that doing so: (d) (e) would contravene these Plan Rules; would contravene Ramsay s constitution; would contravene the Listing Rules; would contravene any law in the jurisdiction in which the Eligible Employee resides; or at the Board s discretion, may give rise to unreasonable cost or regulatory requirements to the Company. Page 8 of 20

9 4 Funding and acquisition 4.1 Board discretion as to source of funds The Board may at any time decide that an Offer should be made under the Plan, and that: (d) the Company should pay any specified amounts under the Plan, including to the Trustee, for this purpose; Participants should pay specified amounts under the Plan as directed by the Company, including to the Trustee (if so determined by the Board), for this purpose; Participants should sacrifice salary equal to specified amounts under the Plan as directed by the Company for this purpose; and the Company may provide additional benefits in the form of Shares for any Participant based on the level of their participation on such terms as the Board determines. 4.2 Acquisition Amounts paid by the Company or by a Participant in accordance with Plan Rule 4.1 are to be applied in acquiring Shares (by subscription or purchase by the Trustee as determined by the Board) for allocation to or on behalf of Participants. A determination to subscribe for or purchase Shares will only be effective if the funds referred to in Plan Rule 4.1 are provided. 4.3 Fractions of Shares Participants cannot receive fractions of Shares. 4.4 Acquisition price The price at which Shares are acquired or the amount of salary sacrificed for them for the purposes of the Plan and/or pursuant to an Offer will be Market Value, unless the Board determines otherwise. 4.5 Acquisition restrictions for Directors Any Shares acquired for Directors under the Plan may only be purchased on-market, and cannot be acquired for the purposes of the Plan from a new issue of Shares unless prior shareholder approval has been obtained. Page 9 of 20

10 4.6 Advice to Participants Each Participant will be advised of the number of Shares that have been allocated to, or on behalf of, him or her as soon as reasonably practicable following the date of allocation of the Shares. 4.7 Transaction costs The Company is required to bear all brokerage, commission, stamp duty or other transaction costs payable in relation to the acquisition of Shares on behalf of Participants under the Plan. 4.8 Charitable contribution balance If, upon ceasing to be a Participant, there is an amount paid by a Participant under Plan Rules 4.1 and 4.1 which has not been used to acquire Shares, that amount shall be refunded to the Participant unless the amount is less than the value of 1 Share at the relevant time, in which case the amount shall be forfeited and paid by the Company to a registered charitable organisation of the Company's choice. 5 Shares held by Trustee 5.1 Trustee to hold Shares Unless the Board determines otherwise, Shares acquired under the Plan must be registered in the name of the Trustee and held by the Trustee on behalf of each Participant in accordance with the Trust Deed and these Plan Rules. 5.2 Entitlement and benefits Each Participant has a beneficial interest in the Shares allocated to him or her and is at all times absolutely entitled to those Shares as against the Trustee, except that any Dealing with these Shares by the Participant will be restricted as provided in these Plan Rules. 6 Dealing with Shares held under the Plan 6.1 No Dealing During the Restriction Period a Participant must not sell, assign, transfer or otherwise Deal or purport to Deal with any Shares acquired under the Plan by the Participant. 6.2 Enforcement of restrictions The Company is entitled to make whatever arrangements they consider necessary to enforce the restriction on disposal of Shares described in Plan Rule 6.1 and Participants agree to be bound by such arrangements as required. Page 10 of 20

11 6.3 Sale or Transfer of Shares held under the Plan Subject to Plan Rule 6.3, when a Share that is held by the Trustee ceases to be a Restricted Share, all restrictions on Dealing or purporting to Deal with that Share provided in or under these Plan Rules will cease, and the Trustee will, at the request of a Participant, either: (i) (ii) transfer the Share into the Participant s name; or sell the Share and pay the proceeds of sale (net of any applicable brokerage, commission, stamp duty or other transaction costs) to the Participant, and in the absence of a request, the Trustee will continue to hold the Share on the terms of these Plan Rules. A request under this Plan Rule may be made at any time after a Share ceases to be a Restricted Share. When a Share ceases to be a Restricted Share upon cessation of employment with the Company, the Trustee will seek written instruction from the Participant for the sale or transfer of Shares from the Plan. If the Participant does not reply to the Trustee s request within the period specified, the Trustee, without further recourse to the Participant, will arrange for the transfer of the Participant s Shares out of the Plan into the Participant s name. When a Share held by a Participant under the Plan ceases to be a Restricted Share, all restrictions on Dealing or purporting to Deal with that Share provided in or under these Plan Rules will cease. 6.4 Subject to Plan Rules 6.1 to 6.3, a Participant may submit a Withdrawal Notice to withdraw or sell some or all of his or her Shares, subject to any administrative guidelines established by the Board from time to time. 6.5 Timing of consideration of a Withdrawal Notice The Board may adopt procedures for the consideration of a Withdrawal Notice, which may (among other things), specify times, intervals or period at or during which the Board will consider whether or not to approve a Withdrawal Notice submitted by Participants from time to time. 6.6 Repayment of moneys owed by Participants If, at the time a Participant s employment with the Company is terminated, and the Participant has not completed all salary sacrifice contributions, if any, for Share acquisitions to the Plan: the Participant agrees for the Company to deduct any outstanding contributions from his or her termination entitlements; and Page 11 of 20

12 If these entitlements are insufficient to meet his or her obligations, the Participant agrees for the Trustee to sell sufficient shares to meet these obligations; and If the termination entitlements and any sales proceeds are insufficient to meet his or her obligations, the Participant will have no further liability to the Company. 6.7 Company s Securities Trading Policy Notwithstanding anything else in these Plan Rules, Participants must at all times comply with the Ramsay Health Care Limited Securities Trading Policy. 6.8 Subject to law This Plan Rule 6 is subject to any disposal restriction required by law. 7 Shares 7.1 Shares issued to rank equally Any Share issued by Ramsay to the Trustee on behalf of Participants for the purposes of the Plan will rank equally with all existing Shares on and from the date of issue. 7.2 Listing Ramsay will apply for quotation of any Share issued by it for the purposes of the Plan within the period required by the ASX. 7.3 Dividends A Participant will have a vested and indefeasible entitlement to any dividends paid by the Ramsay on the Shares which, at the books closing date for determining entitlement to those dividends, are registered to the Trustee on behalf of the Participant. 7.4 Dividend reinvestment The Participant may instruct the Trustee to participate in any active dividend reinvestment plan operated by Ramsay in respect of Shares held under the Plan on behalf of the Participant in accordance with any procedures set out in the Trust Deed. Any Shares provided under a dividend reinvestment plan on behalf of the Participant shall not have any restrictions on Dealing imposed on them. Page 12 of 20

13 7.5 Voting rights The Trustee must take reasonable steps to ascertain the voting intentions of each Participant in respect of the Plan Shares held by the Trustee on their behalf on all matters to be voted on in meetings of members of Ramsay. A Participant may, not less than 5 days before a meeting at which a vote may be cast by the holder of a Share (or within any shorter time prescribed by the Trustee), direct the Trustee by notice in writing as to how the Participant wishes the Trustee to exercise any voting rights attaching to the Plan Shares, either generally or in respect of a particular resolution. Where a Participant gives a direction to the Trustee under this Plan Rule 7.5, the Trustee must act in accordance with that direction by voting by way of proxy or, in its absolute discretion, by representative. (d) (e) Where a Participant does not give a direction under this Plan Rule 7.5, the Trustee must not exercise any voting rights attaching to Plan Shares held on behalf of the Participant. The Trustee must not vote on any resolution on behalf of any Plan Shares held by the Trustee on behalf of a Participant where voting occurs by a show of hands. 8 Terminating Plan participation On notification and/or confirmation of termination of employment of a Participant, by the Company, the Trustee will seek written instruction from the Participant for sale or transfer of Shares from the Plan. If the Participant does not reply to the Trustee s request within the period as specified by the Company, without further recourse to the Participant, the Trustee will arrange to transfer the Participant s Shares out of the Plan into the Participant s name. 9 Shares and capital reconstructions 9.1 Capital reconstructions Upon any reorganisation (including consolidation, subdivision, reduction or return) of the issued Share capital of Ramsay, Shares held under the Plan will be treated in accordance with the Listing Rules and will be reconstructed to the extent necessary to comply with any Listing Rules applying to a reorganisation of capital at the time of the reorganisation. 9.2 Bonus issues If, at any time when Shares are traded on the ASX, shares are issued pro rata to Ramsay s shareholders generally by way of bonus issue (other than an issue in lieu Page 13 of 20

14 of dividends or by way of dividend reinvestment) involving capitalisation of reserves or distributable profits, then Shares held under the Plan will be treated in accordance with the Listing Rules and affected in the same manner as all other Shares on issue. 9.3 Rights issues If, at any time when Shares are traded on the ASX, shares are issued pro rata to Ramsay s shareholders by way of a rights issue, then Shares held under the Plan will be treated in accordance with the Listing Rules and affected in the same manner as all other Shares on issue. 10 Takeovers, Schemes of Arrangement and Winding-up 10.1 Takeovers If a Takeover Bid is made or the Board recommends that a Takeover Bid be accepted, the Board must consider whether, and may in its absolute discretion determine that, any restrictions on Dealing imposed on Shares held under the Plan will cease to have effect. If a Takeover Bid is declared unconditional, any restrictions on Dealing imposed on Shares held under the Plan will cease to have effect Schemes of Arrangement and Winding Up If: a court orders a meeting to be convened in relation to a proposed compromise or arrangement for the purposes of, or in connection with: (i) (ii) a scheme which would, if it becomes effective, result in any person (either alone or together with its related bodies corporate) owning all of the Shares in Ramsay; or a scheme for the reconstruction of Ramsay or its amalgamation with any other company or companies; (d) (e) members of Ramsay approve any compromise or arrangement referred to in Plan Rule 10.2; or a resolution is proposed to be put to shareholders proposing a voluntary winding up of Ramsay; or an order is sought for the compulsory winding up of Ramsay; or the Board in its discretion determines that any other transaction, event or state of affairs should be treated as set out in the Plan Rule 10.2, Page 14 of 20

15 the Board must consider whether, and may in its absolute discretion determine that, any restrictions on Dealing imposed on Shares held under the Plan will cease to have effect, and if: (g) (h) a resolution is approved by shareholders for the voluntary winding up of Ramsay; or an order is given for the compulsory winding up of Ramsay, any restrictions on Dealing imposed on Shares held under the Plan will cease to have effect. 11 Contravention of laws No act will be done or determination made in accordance with these Plan Rules where to do so would be a breach of any Applicable Laws and where any such act is done or determination made it will be considered void and to the extent possible be unwound and of no effect in respect of Shares. 12 Administration 12.1 Board power The Plan is administered by the Board, which has power to: determine appropriate procedures for administration of the Plan consistent with these Plan Rules; resolve conclusively all questions of fact or interpretation in connection with the Plan; and delegate its authority in respect of any or all of the matters referred to in these Plan Rules, either generally or with respect to any specific grant of Shares Attorney and Agent Each Participant hereby authorises and appoints each of the Directors and the Secretary holding office at the relevant time (or their delegate) as their agent and attorney with power to do all things necessary in the name of and on behalf of the Participant to give effect to these Plan Rules, including and without limitation, signing Share transfers. Each Participant agrees to indemnify and hold harmless any person acting as their agent and attorney in accordance with these Plan Rules in respect of all costs, damages or losses of whatever nature arising from so acting. Page 15 of 20

16 12.3 Notices Any notice or other communication given pursuant to these Plan Rules must be in legible writing and in English and is deemed to have been given properly if: (i) (ii) (iii) (iv) delivered in person to the addressee; or sent by post; or sent by facsimile transmission; or sent by electronic mail ( ), and is deemed to have been served: (v) (vi) (vii) (viii) if delivered in person to the addressee, at the time of delivery; if posted, 3 Business Days after the date of posting (or, in the case of a notice posted to a Participant with an address outside Australia, 7 Business Days after the date of posting); if sent by facsimile transmission, on receipt of a delivery notification, confirmation of transmission or similar notification; and if sent by , on receipt of a sent notification or similar notification. Delivery, postage and print-out communications to the Participant or the Company must be made: (i) (ii) in the case of the Company, to its registered office address; and in the case of a Participant, to the address of the Participant according to the records of the Company; 12.4 Suspension or to such other address as the Company or the Participant may notify to the other party respectively. The Board may at any time suspend the operation of the Plan for such period or periods as it thinks fit. Page 16 of 20

17 13 Plan amendment 13.1 Amendment of Plan Subject to the Listing Rules and the constitution of Ramsay, the Board may at any time amend these Plan Rules or the terms and conditions upon which any Shares have been issued under the Plan. No amendment to these Plan Rules or to Shares granted under the Plan may be made if the amendment materially reduces the rights of any Participant (unless agreed by the Participant) in respect of Shares granted to them prior to the date of the amendment other than an amendment introduced primarily: (i) (ii) (iii) (iv) for the purposes of complying with or conforming to present or future legislation governing or regulating the Plan or like plans; to correct any manifest error or mistake; for the purpose of complying with Listing Rules; or to take into consideration possible adverse taxation implications in respect of the Plan including changes to applicable taxation legislation or the interpretation of that legislation by a court of competent jurisdiction or any rulings from taxation authorities administering such legislation. (d) (e) The Board may determine that any amendment to these Plan Rules or the terms of Shares granted under the Plan be given retrospective effect. Amendment of these Plan Rules or the terms and conditions upon which Shares are granted under the Plan by the Board will be of immediate effect unless otherwise determined by them. As soon as reasonably practicable after making any amendment to these Plan Rules or the terms and conditions of Shares granted under the Plan the Board will give notice of the amendment to any Participant affected by the amendment. Failure by the Board to notify a Participant of any amendment will not invalidate the amendment as it applies to that Participant Amendment by addendum Subject to any other provision of these Plan Rules, the Board may from time to time amend the terms of this Plan as they will apply in particular jurisdictions or circumstances by means of an addendum to these Plan Rules Termination or suspension The Board may at any time terminate the Plan or suspend the operation of the Plan for such period or periods as it thinks fit. Page 17 of 20

18 14 Issue limitations 14.1 ASIC Class Order 03/184 limit The number of Shares that may be issued by Ramsay under this Plan when aggregated with the number of Shares issued during the previous 5 years under all other employee equity plans established by Ramsay must not exceed any applicable limitation imposed under ASIC Class Order 03/184 (as amended or replaced from time to time). 15 No employment contract Nothing in these Plan Rules or the terms of any Shares: (d) (e) (f) confers upon an Eligible Employee or a Participant a right to a grant or offer of a grant of Shares; confers on an Eligible Employee or a Participant the right to continue as an employee or officer of the Company (as the case may be); affects the rights of the Company to terminate the employment or office of an Eligible Employee or a Participant (as the case may be); affects the rights and obligations of any Eligible Employee or Participant under the terms of their office or employment with the Company; confers any legal or equitable right on an Eligible Employee or a Participant whatsoever to take action against the Company in respect of their office or employment; nor confers on an Eligible Employee or a Participant any rights to compensation or damages in consequence of the termination of their employment by the Company for any reason whatsoever including ceasing to have rights under the Plan as a result of such termination. 16 ASIC relief Notwithstanding any other provisions of the Plan, every covenant or other provisions set out in an exemption or modification granted from time to time by ASIC in respect of the Plan or which applies to the Plan pursuant to its power to exempt and modify the Corporations Act and required to be included in the Plan in order for that exemption or modification to have full effect, is deemed to be contained in the Plan. To the extent that any covenant or other provision deemed by this Plan Rule 16 to be contained in the Plan is inconsistent with any other provision in the Plan, the deemed covenant or other provision will prevail. Page 18 of 20

19 17 Non-exclusivity 17.1 Non-exclusivity This Plan will not be deemed to be the exclusive method of providing equity incentive compensation to Employees, nor will it preclude the Company from authorising or approving other forms of incentive compensation for employees the Company Relationship to other Share plans Participation in this Plan will not affect or be affected by any participation in any other employee equity plan operated by any member of the Company, except as specifically provided in the terms of that other plan. 18 Withholding If the Company is obliged, or reasonably believes it may have an obligation, as a result of or in connection with any Shares allocated under this Plan, to account for: (i) (ii) income tax or employment taxes under any wage, withholding or other arrangements; or any other tax, social security contributions or levy or charge of a similar nature; or that is a liability of the Participant, then the Company is entitled to be reimbursed by the Participant for the amount or amounts so paid or payable. Where rule 18 applies, the Company may take such actions as it sees fit to recover the amounts referred to in rule 18 including but not limited to making arrangements with the Participant for payment or reimbursement of the amounts. Actions to be taken may include, without limitation: (i) (ii) the provision by the Participant of sufficient funds to reimburse the Company for the amount (by salary deduction or otherwise); or the sale on behalf of the Participant of Shares allocated pursuant to these Rules for payment or reimbursement of these amounts, as well as the costs of any such sale. 19 General 19.1 Taxation Neither the Company nor its Directors, officers, employees, representatives or agents take any responsibility or assume any liability for the taxation liabilities of Participants. Page 19 of 20

20 Participants acknowledge that as a result of participating in the Plan the Company may be required to provide their personal information, including, but not limited to, their name, date of birth, address, ABN and/or TFN, to the Australian Taxation Office Data protection Subject to any applicable laws, by participating in the Plan, the Participant consents to the holding and processing of personal data provided by the Participant to the Company, the administrator of the Plan or the Trustee, for all purposes with regard to the operation of the Plan. These include, but are not limited to: (d) administering and maintaining Participant records; providing information to the Trustee, registrars, brokers, printers or third party administrators of the Plan; providing information to any regulatory authority (including the Australian Taxation Office) where required under law; and providing information to future purchasers of the Company or the business in which the Participant works No fiduciary capacity The Board may exercise any power or discretion conferred on them by these Plan Rules in the interest or for the benefit of the Company, and in so doing the Board are not required to act in the interests of another person or as requested by another person and will not be under any fiduciary obligation to another person Listing Rules While Ramsay remains admitted to the ASX, the provisions of the Listing Rules of the ASX will apply to the Plan, and to the extent that the Plan and the Listing Rules are inconsistent, the provisions of the Listing Rules will apply Governing law This Plan and, any Shares granted under it, will be governed by, and must be construed according to, the laws of the State of New South Wales and the Commonwealth of Australia. Page 20 of 20