EPS Insight Broad-Based Employee Share Plans in Australia

EPS Insight Broad-Based Employee Share Plans in Australia Equity Plan Solutions August 2017 Part of Link Group Corporate Markets

Contents In this edition 4 Key Information 5 Tax Exempt Gift Plans 6 Tax Exempt Contribution Plans 7 Plan Acceptance Rates 8 Acceptance Rates Findings 10 Other Broad-Based Share Plans 12 Post Release Activity 13 Telstra in the Spotlight 14 Employee ownership increases company value and engagement 16 Need to up the take up? 18

In this edition Welcome to our review of broad-based employee share plans in Australia. Over the last year Link has seen increased interest in broad-based share plans with many companies requesting market trends and data. This review builds on that research and brings new insight into the operation of the broad-based plan. This report contains insights on plan trends, design, offers, post vesting activity and employee engagement, and covers all the tax exempt and salary sacrifice plans offered by Link clients in 2016. Additionally, we talk to Telstra regarding its TESP to gain a better understanding of how they successfully managed their offer to 35,000 employees. Throughout this report we refer to Tax Exempt Plans and $5,000 Share Purchase Plans, being the most popular broad-based share plans in Australia: Tax Exempt Plans: are those plans meeting the requirements of section 83A-35 of the Income Tax Assessment Act 1997 (Cth) (the Act), and can be divided into opt in (where employees must explicitly accept an offer of shares) and opt out (where employees are given shares and can choose not to accept them). Tax exempt plans can also be offered as a gift (for nil consideration) or on a salary sacrifice basis $5,000 share purchase plans: are plans that meet the requirements of 83A-105(4) of the Act. These plans are typically offered on an opt-in basis and employees are invited to purchase shares at full value using pre-tax funds. Key Takeaways 75% of our ASX200 companies have a tax exempt share plan 68% of employees are still in the plan at the 3 year restriction period 4% of participants sold their shares within 30 days of the release date We hope you enjoy this edition and if you would like further information, please contact your Client Relationship Manager. Link s EPS team experienced a busy 2016, managing client exempt share plan offers to over 300,000 participants 4 Link Market Services EPS Insight Broad based Employee Share Plans in Australia

Key Information Broad-based plan type 75% of Link clients (within the ASX200) offer a broad-based plan, with tax exempt plans being more popular than $5,000 salary sacrifice plans: Types of Plans offered by Companies Plan offering by market capitalisation Broad-based plans are most popular amongst ASX50 clients. Plan offering by market capitalisation 8% Other 9% ASX 200-300 40% Contribution 52% Gift 27% ASX100-200 29% ASX50-100 35% ASX50 Plan offering by Industry Over 40% of the companies covered by this report are in the financial sector. Industrials 4% Utilities 6% Telecommunication Services 4% Materials 17 % Information Technology 10% Health Care 4% Financials 41% Consumer Staples 4% Consumer Discretionary 10% 0 10 20 30 40 50 Link Market Services EPS Insight Broad based Employee Share Plans in Australia 5

Tax Exempt Gift Plans Companies that offer a tax exempt gift plan must decide whether participants physically accept the offer. Offer election types The answer to this is mainly around whether you have employees make the conscious decision to join the plan or you want to ease the administration burden. The data shows companies tend slightly toward opt-out offers. 50% Opt Out 6% Opt In & Out 44% Opt In Key findings 64% of companies purchase shares on market, with others issuing new shares or recycling unallocated trust shares. 46% of companies use a Trust to hold the shares on behalf of participants. 50% of companies require employees to be employed for 12 months or more to receive the offer. 10% of companies have a gateway hurdle that must be met before the plan is offered. 6 Link Market Services EPS Insight Broad based Employee Share Plans in Australia

Tax Exempt Contribution Plans All companies offering a tax exempt contribution plan had an annual offer and asked participants to join the plan. One company asked new participants to accept the offer and automatically rolled over participation for existing plan participants. This makes sense, given companies are asking participants to forego salary to purchase equity in the company. 60% of companies use a Trust to hold the shares on behalf of participants 92% of companies purchase shares on market for the Plan this avoids dilution for existing shareholders Purchase frequency: 38% 12% 12% 38% purchase annually purchase biannually purchase quarterly purchase monthly Companies that purchase plan shares once per plan year generally make deductions over a six-month period. These companies often find it problematic to manage participants on extended leave as they are unable to deduct the contributions from salaries. Most companies do not offer any further discounts or company matching element to the plan: Only one company offers a 10% discount Only one company provides a 70/30 matching component to the plan Link Market Services EPS Insight Broad based Employee Share Plans in Australia 7

Plan Acceptance Rates Plan Type Comparison 91% 99% 99% 93% 99% 96% 27% 73% 5% 100% Gift Opt In Gift Opt Out Contribution 25% 57% Average Minimum Median Maximum Gift Plans Opt-In Plan Take-up Rate Company 1 Company 2 Company 3 Company 4 Company 5 73.4% 93.3% 95.7% 93.1% 96.4% 93.6% 95.1% 86% out of 1,005 out of 1,286 out of 1,336 out of 1,641 out of 2,511 Company 6 93.6% 95.1% out of 5,239 Company 7 93.1% 96.4% out of 11,084 Company 8 93.3% 95.7% out of 29,098 Companies with a Gift opt in plan and a take up rate higher than 93% had offered the plan for more than 3 years. 8 Link Market Services EPS Insight Broad based Employee Share Plans in Australia

Contribution Plans Plan Take-up Rate Company 1 Company 2 Company 3 Company 4 Company 5 7% 26% 25% 55% 57% out of 526 out of 588 out of 1,363 out of 1,855 out of 3,998 Company 6 8% out of 5,098 Company 7 5% out of 5,219 Company 8 13% out of 125,648 Month in which offers are made Share plan offers are run throughout the year but September is the most popular month. Typically offers run for 3 weeks: 30 25 20 15 10 5 0 January February March April May June July August September October November December Link Market Services EPS Insight Broad based Employee Share Plans in Australia 9

Acceptance Rates Findings Our companies are always looking to understand how they can increase the overall acceptance rates for their share plans. To assist with answering this question we looked at common enquiries and feedback from your employees about their share plans. Link received almost 50,000 emails and 58,000 telephone calls from plan participants in 2016. Why don t employees accept the offer? Reasons may include: Lack of understanding Spread of investment risk (contribution plans) Earning above $180,000 Conflict of interest Personal and cultural reasons Reviewing the employee communications for an issuer highlighted that employees did not understand the nil-consideration aspect of the Plan. Many questions related to payment or how the Plan would impact employees personal tax position. By examining data for participants that had not accepted a gift plan for the last six years, we discovered that 60% of these participants had consistently not accepted the offer. Companies with a simple communication strategy that actively promote the plan throughout the year have the best acceptance rate. Some examples of how they do this: Reminder emails sent throughout the offer period Business unit managers provided with offer acceptance progress reports Managers and/or HR contacting employees yet to accept the offer Ensuring that employees on extended leave who are eligible to participate are given the best opportunity to receive the offer and accept Staff briefing sessions and management training sessions prior to offer and during offer season Clear website information or personalised videos Clear advice or make advice available to employees Actual questions received from employees during the same offer period for a tax exempt gift plan: Q1: Just wanting to know, how are shares paid for? Is this deducted as a lump sum from wages, or on a monthly basis, or do we pay upfront to an account? Just wanting to know payment methods available and on what frequency. Q2: Just double-checking At no financial cost means [Company] is giving away $1,000 worth of shares to me for free*, right? (*excepting tax implications, of course) Q3: I was wondering if you could assist me in my query concerning the invitation. Is this giving away $1000 worth of shares free where we just need to register to accept the offer? or is the invitation just an offer for the opportunity to purchase up to $1000 worth of shares? 10 Link Market Services EPS Insight Broad based Employee Share Plans in Australia

Other Broad-Based Share Plans $5,000 share purchase plan We did not see a significant number of Australian clients offering share purchase plans. However they can provide a useful way for employees to purchase additional company shares. Interestingly, it is suggested that discount plans are proving popular in North America, while European companies commonly offer both matching and discount plans. Of the 8 companies Link manages these plans for: Company Matching Average participation rate (take up) Purchase frequency Company A No 12% Quarterly Company B 1 share is matched with 1 right 40% Quarterly Company C Company matches up to 10% of purchased shares 25% Quarterly Company E No Monthly Company F No 10% Monthly Company G No 7% Monthly Company H No 10% Monthly Company I No 1% During trading windows Share Rights Gift Plan Two clients offer a broad-based share rights plan where Rights are granted with a 3 year vesting period. One client attaches a TSR performance condition to the Plan. The average take up rate is 96%. 12 Link Market Services EPS Insight Broad based Employee Share Plans in Australia

Post Release Activity Where the previous sections discuss the design and offer aspects of general share plans, here we examine what happens at the end of the three year restriction period. By looking at grants made in 2013 and comparing the share price to the end of the restriction period we found: The average share price growth was 5.91%. The maximum was 58.93% The minimum was -50.00% Share price growth over the restriction period $ Value at Release $ Value at Grant $1600 $1400 $1200 $1000 $800 0.2% 5.7% -5.3% $600 $400 $200 $0 Material 1 Material 2 Material 3 Industrial Consumer Disc 1 Consumer Diss 2 Consumer Disc 3 Consumer Staple Financial 1 Financial 2 Financial 3 Financial 4 Financial 5 IT Telecom Utilities 1 Utilities 2 Real Estate 1 Real Estate 2 20.8% -7.1% 58.9% -1.2% -6.0% 1.7% 53.6% -2.3% 41.7% -1.7% -4.6% -3.9% 28.9% 13.4% -50.0% 30.6% We found that at the time of release, an average 68% of participants were still in the plan, having not ceased employment. On average 3.96% of participants sold shares within 30 days of release via our Investor Centre. Link Market Services EPS Insight Broad based Employee Share Plans in Australia 13

Telstra in the Spotlight We are frequently asked how Telstra does it. So we spoke with David Richardson, Head of Executive Remuneration and asked him just that. How long has the TESP been in operation? The current plan design was introduced in 2012, offering 100 free shares to eligible employees providing they meet the employment eligibility criteria. The shares are restricted for 3 years unless you cease employment prior to that date, in which case they are released at that time and available for you to sell/transfer. The plan has consistently been offered to in excess of 26,000 employees every year since 2012 on an opt-in basis, with a take up rate in 2012 of around 76%, it has improved considerably to 2017 where the take up rate was 93.7%, impressive numbers for a plan where the employees need to make a conscious decision to accept the offer. Why is the plan offered by Telstra? The plan has its origins in the businesses desire to help employees feel like part owners of the company. Although it is widely acknowledged that the value of 100 Telstra shares may not be a material value relative to most employees remuneration, it is a symbolic way of creating that relationship. Why the plan is on an opt-in basis, as opposed to opt-out? We have explored opt out models and may do so again. Prior management felt that the onus should be on the employee to accept the shares on offer. Opt out models do have their attractions including reducing the need to follow up on non-acceptance rates so we may raise this at some stage in the future for business approval. Is it just Australian based employees? No, the plan is also offered to employees based internationally, covering employees from Telstra and subsidiaries across 16 countries. Interestingly, the plan remains the same across all different countries, 100 free shares, which means in some countries such as The Philippines, Taiwan, Thailand etc. the value of 100 shares can be a very significant amount! How do employees value the plan? (This may be an answer from a personal point of view as a participant yourself) I think quite highly. Although the value of 100 shares is not great, from the reactions we get for employees who don t quite qualify because of early tenure in Telstra, their feedback is that they are looking forward to when they can participate after their qualification period. For those employees who have been in multiple plans, say over 5 years, the cumulative value of dividend payments is an attraction. How do they effectively engage with employees throughout the offer period what is involved? As well as regular email broadcast reminders following the initial email invitation, as the offer period comes closer to closing time, contact will be made directly with managers who are responsible for employees yet to accept to attempt to alert them to the offer if they have not yet accepted. What communication methods do they use? We communicate almost exclusively via email, though Telstra have their own internal social media style page where employees can communicate and ask questions regarding the plan and acceptance etc. Were there any improvements made this year regarding the offer, employee engagement etc. to encourage participants to join or stay in the plan? The plan has remained largely the same since it changed from a rights plan in 2002. 14 Link Market Services EPS Insight Broad based Employee Share Plans in Australia

Employee ownership increases company value and engagement Research by Employee Ownership Australia and New Zealand (EOA) an industry employee share scheme association - shows that companies with a strong employee ownership culture command a 17% share price premium over their publicly listed peers. The EOA arrived at this conclusion via their Employee Ownership Index (Index). The Index consists of ASX 200 companies with at least 30% of their employees participating in an employee share plan, weighted by market capitalisation. Over the last 5.5 years the Index companies increased their share price by 40%, compared to just 23% for the broader ASX 200. The research also showed that Index constituents are twice as likely to show evidence of equal opportunity systems, and outperform or match the ASX 200 in 3 out of 5 sustainability factors. This could indicate a strong link between companies offering employee share plans and having an active and engaged workforce. Companies with Employee Ownership (EO) Outperform Their Peers The Australian Employee Ownership Index (EOI) 2016 ASX200 EOI Companies All Sectors Have EO for all employees 30% of employees participate Market Cap $0.38B - $136B $0.4B - $126B 16 Link Market Services EPS Insight Broad based Employee Share Plans in Australia

Share Price Performance over 5½ Years Consistent outperfomance of the ASX 200 17 basis points higher Monthly Outperformance of EOI companies outperform 54% month on month CAER Environment and Social outcomes Twice as likely to have clear evidence of Equal Opportuniy out of the EOI Companies also outperformed in Health and Safety Job Security Training and development practices Proven Productivity, Sustainability and Diversity Outcomes The results showed a strong correlation between a broad-based EO and stronger share price performance as well as positive rankings under CAER s ESG factors. Source : CAER research and EOI index results produced from Commsec data Visit us at www.employeeownership.com.au Link Market Services EPS Insight Broad based Employee Share Plans in Australia 17

Need to up the take up? Call in the experts Link s marketing team are experts in employee engagement communications across share plans and superannuation. They can develop marketing strategies, internal communications, and simple financially literate communications. Review your communications Develop simple, clear and concise communications to ensure employees understand what is being offered and the benefit of the Plan. Move into the digital age Companies have seen a lot of success with plan specific websites hosting plan information. For advice or assistance with any of the above Link

Personalise it Woolworths won best Plan Communications at the Employee Ownership Australia awards for their use of personalised web videos. The videos use the employee s actual name, award entitlement and retail business or group branding for the communications. Engage the managers Ensure managers in the Company understand the Plan and promote it to their staff. Manager engagement is a key determinant of involvement. Remember the rest of the year For total engagement ensure the Plan is promoted throughout the year and not just during the offer period. is on hand to assist with your Plan communications.

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